Avant Brands Announces Winning Bid to Purchase The Flowr Group (Okanagan) Inc. - Seite 2

The Purchase Price will be satisfied through: (a) a credit bid of the DIP Loan (as defined below) and Closing DIP Loan, plus any accrued and unpaid interest, expenses, fees and other amounts (collectively, the "Credit Bid"), (b) delivery of the Avant Share Consideration, (c) an amount in cash equal to the Purchase Price less the Credit Bid and the Avant Share Consideration, a portion of which may be payable in non-cash consideration in certain circumstances, and (d) the assumption of certain liabilities set out in the Purchase Agreement. Excluded assets and excluded liabilities of Flowr Okanagan will be discharged from Flowr Okanagan pursuant to an Approval and Vesting Order to be sought in accordance with the terms of the Purchase Agreement.

The consummation of the Transaction is subject to satisfaction or waiver of a number of conditions set forth in the Purchase Agreement, including, among other things, receipt of all regulatory approvals and of the Ontario Superior Court of Justice (Commercial List) (the "Court") granting an Approval and Vesting Order. The Transaction is expected to close within Q1 of 2023.

The Company previously announced that the Purchaser had executed a term sheet with Flowr and its subsidiaries, Flowr Okanagan, Flowr ULC and Terrace Global Inc. ("Terrace" and collectively with Flowr, Flowr Okanagan and Flowr ULC, the "Flowr Group"), pursuant to which the Purchaser will advance a debtor-in-possession loan (the "DIP Loan") in the amount of $2,000,000 in connection with the Flowr Group's filing for protection from the Court under the CCAA.

Notes

^[1] This estimate is based on the assumption that the output at Flowr's facility will be consistent with the production output at Avant's existing facilities.
^[2] This estimate is based on publicly available information on other Licensed Producers, with products for sale on OCS.ca, that are priced in-line with Avant's flagship brand, BLK MKT™ or higher.

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'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.