Avant Brands’ GreenTec to acquire 3PL Ventures for $15M

Avant Brands (AVTBF) announced that GreenTec Holdings, a wholly-owned subsidiary of Avant, and Avant have entered into a binding Share Purchase Agreement with F-20 Developments Corp. to acquire the remaining 50% equity stake in 3PL Ventures. Pursuant to the terms of the Agreement, the purchase price payable is equal to $15,000,000 which will be satisfied by the following: $1,500,000 cash payable upon the closing; $9,500,000 payable by way of a convertible promissory note; $3,000,000 payable in shares in the capital of Avant; $1,000,000 payable in shares in the capital of Avant. The Escrow Shares will be released to the Vendor pursuant to the escrow release schedule set out in the Agreement. Both the Escrow Shares and the Non-Escrow Shares will also be subject to a mandatory statutory hold period of four months and one day from the date of issuance. Avant currently owns 50% of the issued and outstanding shares in the capital of 3PL, a joint venture with the Vendor. On closing, Avant will own 100% of the issued and outstanding shares in the capital of 3PL. The transaction is expected to close on or around February 1, 2023. The acquisition of 3PL is subject to satisfaction or waiver of a number of conditions set forth in the Agreement, including, among other things, receipt of all regulatory approvals, including the approval of the Toronto Stock Exchange for the listing of the Escrow Shares and the Non-Escrow Shares, and the satisfaction of certain other closing conditions customary in transactions of this nature. The Company is also pleased to announce that the Ontario Superior Court of Justice has granted an Approval and Vesting Order approving the previously announced definitive purchase agreement entered into by Avant Brands K1 Inc., an entity of which Avant owns 50% of the issued and outstanding shares, to acquire all of the issued and outstanding shares in the capital of The Flowr Grou, a subsidiary of The Flowr Corporation (FLWPF). The transactions contemplated by the Flowr Purchase Agreement are expected to close within Q1 of 2023.