Avant Brands completes acquisition of Flowr Okanagan

Avant Brands (AVTBF) announced that Avant Brands K1, an entity of which Avant owns 50% of the issued and outstanding shares, closed its previously announced acquisition of all of the issued and outstanding shares in the capital of The Flowr Group, a subsidiary of The Flowr Corporation (FLWPF) on February 1, 2023 pursuant to an amended and restated purchase agreement among the Purchaser, Flowr Okanagan and Flowr Canada Holdings ULC dated December 1, 2022, as amended. As previously announced, the Flowr Okanagan facility will increase Avant's overall square footage of cultivation facilities to approximately 185,000 square feet and is expected to increase Avant's annual production capacity by approximately 60%. It is anticipated that Avant will be one of the largest producers in Canada of indoor grown, ultra-premium cannabis. The aggregate purchase price for the Purchased Shares was equal to $5,115,000, consisting of $3,850,000 payable in cash and satisfied in the manner described below; and 7,402,186 common shares in the capital of Avant with a value of $1,265,000 based on the deemed price of $0.1708955 per Avant Share plus the amount of the Closing DIP Loan; and the value of the Assumed Liabilities, subject to certain adjustments. The Purchase Price was satisfied through: a credit bid of all amounts owing to the Purchaser under the DIP Term Sheet including any accrued and unpaid interest, expenses, fees and other amounts, delivery of the Avant Share Consideration, an amount in cash equal to the Purchase Price less the Credit Bid and the Avant Share Consideration, and the assumption of certain liabilities, as set out in the Purchase Agreement. The Company previously announced that the Purchaser had executed a term sheet with Flowr and its subsidiaries, Flowr Okanagan, Flowr ULC and Terrace Global, pursuant to which the Purchaser advanced a debtor-in-possession loan in connection with the Flowr Group's filing for protection from the Court under the CCAA. On January 31, 2023, the DIP Term Sheet was amended, and the principal amount of the DIP Loan was increased by $500,000 to an aggregate of $2,500,000.