Avant Restructures Loan Agreements to Extend Term and Decrease Payments

KELOWNA, BC / ACCESSWIRE / February 26, 2024 / Avant Brands Inc. (TSX:AVNT)(OTCQX:AVTBF)(FRA:1BU0) ("Avant" or the "Company"), a leading producer of innovative and award-winning cannabis products, announces that it has entered into amendments with respect to certain outstanding debts of the Company as further described below.

Norton Singhavon, Founder and CEO of Avant, commented: "These amendments enable Avant to reinvest our strong cash flow from operations into near-term strategic objectives. We are very grateful to our partners, the F-20 and MENA teams, as the amendments demonstrate their continued support and confidence in Avant's overall strategy for long-term success. On behalf of the Company and our shareholders, I would like to personally thank the MENA and F-20 teams for working collaboratively with Avant improving the Company's financial stability in a transformative year."

MENA Extension

Avant has entered into a promissory note extension agreement (the "Extension Agreement"), with MENA Investment Network Inc. ("MENA") pursuant to which certain amendments were made to the terms of the original promissory note dated July 31, 2023 (collectively, the "Note"). The Extension Agreement benefits the Company as the Note's $720,000 balance, originally due on the Note's due date, will now be paid through monthly installments until the amended maturity date of July 12, 2024. The Note bears interest at a rate of 12% percent per annum.

Subject to final approval of the TSX, as consideration for entering into the Extension Agreement, Avant: (i) issued 672,897 common shares of the Company to MENA; and subject to certain conditions will additionally (ii) issue such number of common shares of the Company on July 12, 2024, equal to $50,000 divided by the five-day volume weighted average price (the "VWAP") of the common shares of the Company on the Toronto Stock Exchange (the "TSX").

F-20 Amendment

Avant has entered into a partial equity conversion agreement (the "Equity Conversion Agreement") with F-20 Developments Corp. ("F-20") reducing Avant's quarterly payments to F-20 by more than $1,250,0000. Additionally, Avant and F-20 have executed an amended and restated convertible debenture (the "A&R Debenture"), replacing in its entirety the debenture dated February 1, 2023 (the "Original Debenture").

Subject to final approval of the TSX, and in accordance with the Equity Conversion Agreement, Avant has made a voluntary prepayment to F-20 against the principal balance of $4,750,000 in the amount of $1,400,000 through the issuance of 16,355,140 common shares of the Company. Additionally, Avant issued 1,375,000 common share purchase warrants to acquire common shares of the Company at an exercise price of $0.25 on or before February 23, 2026, subject to acceleration by the Company in the event that the 20-day VWAP of the Common Shares on the TSX exceeds $0.85.

Terms of the A&R Debenture include: a maturity date extension to October 29, 2025; monthly amortized payments of approximately $150,000; and the amended note shall bear an interest rate of 15% per annum.

Early Warning

Immediately prior to entering into the A&R Debenture, F-20 held 17,147,216 common shares of the Company, representing 6.56% of the issued and outstanding common shares of the Company, and 5,375,000 warrants exercisable for 5,375,000 additional common shares of the Company. Upon entering into the A&R Debenture, F-20 exercises control and direction over 33,426,286 common shares of the Company, representing 12.78% of the issued and outstanding common shares of the Company and an additional 1,375,000 warrants for a total of 6,750,000 warrants exercisable for 5,375,000 additional common shares of the Company. The common shares of the Company and Warrants are being acquired for investment purposes and, as of the date of this news release, F-20 has no current intention to acquire control or direction over additional securities of Avant above 19.99% of the issued and outstanding common shares of the Company, either alone or together with any joint actors. An early warning report regarding these transactions will be filed on the System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca under Avant's issuer profile and may be obtained directly from F-20 upon request at 250-215-5028. F-20's head office is located at 1391 Ellis Street, Kelowna, British Columbia V1Y 1Z9.

All of the common shares of the Company issued to MENA and F-20 and the warrants issued to F-20 are subject to a statutory hold period of four months and one day in accordance with applicable securities law.

The securities referred to in this news release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Avant Brands Inc.

Avant aims to be 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's products are distributed via three complementary sales channels: recreational, medical and export. Avant's recreational consumer brands include: BLK MKT™, Tenzo™, Cognōscente™ and Treehugger™, which are sold in British Columbia, Saskatchewan, Manitoba, Ontario, Atlantic Canada and the territories. The Company's medical cannabis brand, GreenTec™, is distributed nationwide, directly to qualified patients through its GreenTec Medical portal and through various medical cannabis partners.

Avant is a publicly traded corporation listed on the Toronto Stock Exchange (TSX: AVNT), and cross-trades on the OTCQX Best Market (OTCQX: AVTBF) and Frankfurt Stock Exchange (FRA: 1BU0). The Company is headquartered at 1632 Dickson Avenue, Suite 335, Kelowna, British Columbia V1Y 7T2 and has operations in British Columbia, Alberta and Ontario.

To learn more about Avant, access the investor presentation, or learn more about its consumer brands, please visit www.avantbrands.ca.

For additional information, 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: the anticipated further issuance of common shares of the Company pursuant to the Extension Agreement; the applicable hold periods on the common shares of the Company and the warrants; and expectations for other economic, business, and/or competitive factors. 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. Examples include statements that the Company will operate in a fiscally disciplined manner; that the Company will build long-term shareholder value and reduce operational expenses; or that the Company will increase its revenue and gross margins.

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: expectations regarding future growth and expansion; regulatory and licensing risks; changes in consumer demand and preferences; changes in general economic, business and political conditions, including changes in the financial markets and inflation-related risks; 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 27, 2023, filed with Canadian securities regulators and available on the Company's profile on SEDAR at www.sedar.com.

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.