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

The total purchase price payable under the terms of the agreement was US$15 million, which was settled as follows:

• $1.5 million cash at closing;

• $9.5 million, payable in the form of a convertible debenture with a conversion price of $0.50 per Avant share, 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 shares of Avant (the “Non-Trusted Shares”);

• The issuance of 5 million common share purchase warrants to purchase 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 Avant shares at the TSX exceeds $1.25 for 20 consecutive trading days.

Under the terms of the convertible bond, Avant is obligated to repay the principal amount of $9.5 million in quarterly installments of $1.58 million beginning on April 28, 2023.

The shares in escrow will be released to F-20 Developments in three tranches on the four month, eight month and 12 month anniversaries of closing. Both the Trust and Non-Trust Shares are also subject to a mandatory statutory hold period of four months and one day from the date of issuance.

Prior to the closing of the acquisition, Avant owned 50% of the issued and outstanding equity interest in 3PL, a joint venture with F-20 Developments. Avant now owns 100% of the issued and outstanding common stock of 3PL.

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