Star Metro - Avant Brands Continues to Strengthen Balance Sheet with $1.77 Million Debt Retirement at $0.935 Per Unit

The Transaction, which is expected to close during the month of March, will extinguish approximately $1.77 million of the Company's amended and restated unsecured convertible debenture (the "Debenture") through the issuance of 1,900,000 units (each a "Unit", more fully defined below) at a deemed price of $0.935 per Unit, representing a premium to the current market price of the Company's common shares (each a "Share").

Upon the expected closing of this Transaction, the Company's total debt profile will be substantially transformed. Avant's total outstanding principal balance with its lenders will consist solely of approximately $900,000 on the Debenture (reduced from its initial principal amount of $3.9 million) and approximately $728,000 on its Secured Credit Facility (reduced from its initial principal amount of $3.5 million).

Strategic Highlights

The Transaction is beneficial to the Company, its balance sheet, and cash flows at a critical stage of continued growth. Key benefits include:

• Significant Debt Portfolio Reduction: Avant's historical convertible debt portfolio was comprised of (i) $9.5 million in secured convertible debentures, and (ii) approximately $3.9 million in unsecured convertible debentures. Having recently fully repaid the $9.5 million secured debenture in full, this Transaction retires a further $1.77 million of the Debenture, leaving a remaining balance of approximately $0.9 million. This relentless debt reduction significantly improves the Company's balance sheet, debt-to-equity ratio, and reduces quarterly cash outflows.

• Premium to Market: The retirement will be settled through the issuance of Units at $0.935 per Unit. Executing this Transaction at a premium to the current market price of the Company's Shares allows the Company to retire a substantial liability in a highly capital-efficient manner.

• Strengthened Balance Sheet: By extinguishing a total of $1,776,500 of the Debenture principal, the Company immediately improves its debt-to-equity ratio and eliminates the quarterly outstanding principal and 10% cash interest payments associated with the retired amount.

• Controlled Capital Table: The Agreement entered into with the Creditor includes a strict 19.99% beneficial ownership undertaking, ensuring the Creditor's post-issuance equity ownership does not exceed an agreeable limit, thereby protecting against the creation of a new Control Person under the policies of the Toronto Stock Exchange ("TSX").

Norton Singhavon, Founder and Chief Executive Officer of Avant Brands stated:

"Following a fiscal year defined by record operational performance, strategically reducing our largest debt obligation is a key component of our capitalization strategy. Executing this retirement at a premium to market further optimizes our balance sheet efficiently, significantly reduces our quarterly cash outflow obligations, and demonstrates the strong confidence our institutional partners have in Avant's long-term trajectory."

Transaction Summary

Prior to this Agreement, the Debenture was the Company's largest debt obligation with an approximate outstanding balance of $2.7 million. Upon closing of this Transaction:

• The Company will permanently extinguish $1,776,500 from the principal balance.

• The remaining outstanding principal balance of approximately $0.9 million will be repaid in normal course and remains governed in all respects by the terms and conditions of the amended and restated convertible Debenture dated April 21, 2025.

Pursuant to the Agreement, the Company will issue 1,900,000 Units. Each Unit will be comprised of one share and one-half of one share purchase warrant at a deemed price of $0.935 per Unit. Each full warrant has a term of 5 years, commencing on the closing date of the Transaction, and entitles the Creditor to purchase one share at a price of $0.935 (each, a "Warrant"). The Warrants are subject to an acceleration provision whereby the expiry date of the Warrants may be accelerated to 30 days if the volume-weighted average trading price of the Company's shares trading on the TSX is equal to or greater than $1.75 for ten (10) consecutive trading days.

All securities issued in connection with the Transaction will be subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities laws.

The closing of the Transaction, including the issuance of the securities, is subject to customary closing conditions, including the final approval of the TSX. Shareholder approval is not required for this Transaction.

About Avant Brands Inc.

Avant Brands Inc. (TSX:AVNT)(OTCQX:AVTBF)(FRA:1BU0) is a leading innovator in premium cannabis products, driven by a commitment to exceptional quality and craftsmanship. As one of Canada's largest indoor producers, the company operates multiple production facilities across the country, cultivating unique and high-quality cannabis strains.

Avant offers a diverse product portfolio catering to recreational, medical, and export markets. Its renowned consumer brands, including blk mkt^™, Tenzo^™, Cognōscente^™, flowr^™, and Treehugger^™, are available in key recreational markets across Canada. The company's international footprint spans Australia, Israel, and Germany, with its flagship brand blk mkt™ leading the way. Avant also serves qualified medical patients nationwide through its Avant medical cannabis brand, accessible via the Avant Medical portal and trusted partner network.

Avant is a publicly traded company, listed on the Toronto Stock Exchange (TSX) and accessible to international investors through the OTCQX Best Market (OTCQX) and Frankfurt Stock Exchange (FRA). Headquartered in Kelowna, British Columbia, the company operates in strategic locations throughout Canada.

Investor Relations:

For inquiries, please contact Investor Relations at:
Avant Brands Inc.
1-800-351-6358
[email protected]

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

Learn More:

For more information about Avant, including investor presentations and details about its consumer brands, please visit the company website: www.avantbrands.ca

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

Certain statements contained in this press release constitute forward-looking information and forward-looking statements within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements.

These forward-looking statements include, but are not limited to: the Company's ability to successfully close the Transaction outlined in the Agreement; the expected timeline for closing during the month of March; the receipt of necessary regulatory approvals, including the final approval of the TSX; the issuance of the shares and Warrants; the future exercise of the Warrants and potential application of the acceleration provision; the payment of accrued interest; the anticipated strategic benefits to the Company, including capital efficiency, the reduction of quarterly principal and interest payments, and the continued improvement to the Company's balance sheet; the expected impact of the Transaction on the Company's capital structure and future growth; and the Company's anticipated post-closing total debt profile, including the expectation that outstanding principal balances will consist solely of approximately $0.9 million on the Debenture and approximately $728,000 on the Secured Credit Facility.

Forward-looking statements are based on current expectations, estimates, forecasts, and projections. They are not guarantees of future performance and involve inherent risks, uncertainties, and assumptions that are difficult to predict. Actual results, performance, or achievements could differ materially from those expressed or implied by these forward-looking statements. Such risks and uncertainties include, but are not limited to: the risk that the TSX may not approve the Transaction on the terms proposed or at all; the risk that the closing conditions for the Transaction may not be satisfied within the expected timeframe or at all; fluctuations in the market price of the Company's common shares; the risk that the Warrants may expire unexercised; general economic and financial market conditions; and those additional risk factors detailed in the Company's most recent Annual Information Form and Management's Discussion and Analysis, filed under the Company's profile on SEDAR+ at www.sedarplus.ca

The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as strictly required by applicable securities law.

SOURCE: Avant Brands Inc.

View the original press release on ACCESS Newswire

T. MacDonald--SMC