Avant Brands Announces $3.9 Million Private Placement of Unsecured Convertible Debenture Units

KELOWNA, BC / ACCESSWIRE / July 16, 2024 / Avant Brands Inc. (TSX:AVNT)(OTCQX:AVTBF)(FRA:1BU0) ("Avant" or the "Company"), a leading producer of innovative and award-winning cannabis products, today announced the terms of the proposed non-brokered private placement of unsecured convertible debenture units (the "Convertible Debenture Units") at a price of $1,000 per Convertible Debenture Unit (the "Purchase Price") for gross proceeds of up to $3,900,000 (the "Private Placement").

Each Convertible Debenture Unit will be comprised of (i) $1,000 principal amount (the "Principal Amount") of senior unsecured convertible debentures (the "Convertible Debentures") of the Company and (ii) 10,000 common share purchase warrants (the "Warrants") of the Company. Each Convertible Debenture will be convertible into common shares of the Company (the "Debenture Shares"), at the option of the holder at a conversion price of $0.10 per Debenture Share, subject to adjustment in certain circumstances. Each Warrant will entitle the holder thereof to purchase one common share of the Company (each, a "Warrant Share") at a price of $0.10 per Warrant Share for a period of 48 months from the Closing Date (as defined below).

The Convertible Debentures are expected to bear interest at a rate of 10% per annum from the Closing Date, calculated and payable quarterly in cash. Any remaining accrued and unpaid interest will be paid by the Company on the fourth anniversary of the Closing Date (the "Maturity Date"). The Company is expected to (i) repay 6.25% of the Principal Amount quarterly in cash, and (ii) repay the remaining Principal Amount outstanding on the Maturity Date.

It is anticipated that the sole subscriber in the Private Placement (the "Subscriber") will be a single institutional investor. Pursuant to the terms of the Convertible Debentures and the Warrants, the Subscriber will be restricted from converting or exercising the Convertible Debentures or Warrants, as applicable, to the extent that after giving effect to such conversion or exercise, as the case may be, the Subscriber would beneficially own or exercise control or direction over, directly or indirectly in excess of 9.99% of the common shares of the Company outstanding immediately after giving effect to such conversion or exercise, as the case may be.

The Private Placement is expected to close on or about July 19, 2024 (the "Closing Date") and the net proceeds are expected to be used to repay existing indebtedness.

The issuance of the Convertible Debenture Units remains subject to the final approval of the Toronto Stock Exchange (the "TSX").

Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.

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 offers a comprehensive product portfolio catering to recreational, medical, and export markets. Avant's consumer brands, including BLK MKT™, Tenzo™, Cognōscente™, flowr™ and Treehugger™, are available in key recreational markets across Canada. Avant's products are distributed globally to Australia, Israel and Germany, with its flagship brand BLK MKT™ currently being sold in Israel. Additionally, Avant's medical cannabis brand, GreenTec™, serves qualified patients nationwide through its GreenTec Medical portal and trusted medical cannabis partners.

Avant is a publicly traded corporation listed on the TSX (TSX: AVNT) and accessible to international investors through the OTCQX Best Market (OTCQX: AVTBF) and Frankfurt Stock Exchange (FRA: 1BU0). Headquartered in Kelowna, British Columbia, Avant operates in strategic locations including British Columbia, Alberta, and Ontario.

For more information about Avant, including access to investor presentations and details about its consumer brands, please visit www.avantbrands.ca

For further inquiries, 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: completion of the proposed Private Placement; the terms of the Convertible Debenture Units; the expected Closing Date; the use of proceeds; and receipt of final TSX approval. 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.

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: risk related to the ability to obtain additional financing; limited operating history; regulatory and licensing risks; changes in consumer demand and preferences; changes in general economic, business and political conditions, including changes in the financial markets; 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, 2024, filed with Canadian securities regulators and available on the Company's profile on SEDAR+ at www.sedarplus.ca.

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.