Avant Brands Announces its Annual General and Special Meeting of Shareholders

Rhea-AI Summary

Avant Brands (TSX:AVNT, OTCQX:AVTBF) has announced its annual general and special meeting scheduled for May 30, 2025, at 1:00 p.m. PDT in Kelowna, BC. Key highlights include proposed amendments to previously issued convertible securities:

The company has entered into Repricing Amendments on April 21, 2025, affecting:

• Warrants: Exercise price reduction from $3.00 to $1.75
• Convertible Debentures: Staged conversion price reductions from $3.00 to:
  - $1.25 (first 3 months post-approval)
  - $1.50 (3-6 months post-approval)
  - $1.75 (6 months to maturity)

These amendments remain subject to TSX and shareholder approval. Shareholders of record as of April 14, 2025, will be eligible to vote at the meeting. Meeting materials will be available on the company's website and SEDAR+.

Positive

• Lower conversion prices may encourage debt-to-equity conversion, potentially improving balance sheet structure
• Staged conversion price structure provides incentive for early conversion

Negative

• Significant reduction in convertible securities prices indicates potential share dilution
• Staged reduction in conversion prices from $3.00 to as low as $1.25 suggests current market price weakness

KELOWNA, BC / ACCESS Newswire / April 22, 2025 / Avant Brands Inc. (TSX:AVNT)(OTCQX:AVTBF)(FRA:1BU0) ("Avant" or the "Company"), a leading producer of innovative and award-winning cannabis products, is pleased to announce its upcoming annual general and special meeting (the "Meeting") of the shareholders of the Company (the "Shareholders") to be held on May 30, 2025.

The notice of Meeting and the management information circular (the "Circular") will be made available to Shareholders on Avant's website as well as under Avant's profile on SEDAR+ at www.sedarplus.ca. The Circular and related materials for the Meeting will also be mailed to Shareholders.

In connection with the Meeting, on April 21, 2025, the Company has entered into the Repricing Amendments (as defined below) with the holders of certain senior unsecured convertible debentures of the Company (the "Debentures") and certain common share purchase warrants of the Company (the "Warrants") that were previously issued on July 26, 2024 pursuant to a private placement. At the Meeting, among other items of business, Shareholders will be asked to consider a resolution to approve (i) an amendment to the exercise price of the Warrants from $3.00 to $1.75 (the "Warrant Amendments"), and (ii) an amendment to the conversion price (the "Conversion Price")of the Debentures from $3.00 as follows (together with the Warrant Amendments, the "Repricing Amendments"):

Conversion Period Effective Date	Conversion Period End Date	Amended Conversion Price
Date of Shareholder approval	Up to three months following the date of Shareholder approval	$1.25
Three-month anniversary of Shareholder approval	Up to six months following the date of Shareholder approval	$1.50
Six-month anniversary of Shareholder approval	Debenture Maturity Date	$1.75

provided that in the event that more than 50% of the principal amount of the Debentures is converted when the Conversion Price is set at $1.25, the Conversion Price shall remain at $1.25 for the remaining principal amount of the Debentures until the maturity date of the Debentures; and provided further that in the event that more than 50% of the principal amount of the Debentures is converted when the Conversion Price is set at $1.50, the Conversion Price shall remain at $1.50 for the remaining principal amount of the Debentures until the maturity date of the Debentures. The Debentures and the Warrants have already been amended to reflect the Repricing Amendments, which remain subject to approval from the Toronto Stock Exchange (the "TSX")and Shareholder approval at the Meeting.

Shareholder Meeting and Voting Information
Shareholders of record on April 14, 2025 will be eligible to vote at the Meeting. The Meeting will be held on May 30, 2025 at 1:00 p.m. (PDT) in the Summit Room, 7^th Floor, 1700 Dickson Avenue, Kelowna, BC, V1Y 0L5.

The Circular will include additional details regarding the Meeting and related voting procedures.

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 the Meeting; filing and mailing of the Circular; and the proposed Repricing Amendments. 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, 2025, 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.

View the original press release on ACCESS Newswire

FAQ

What are the key amendments proposed for AVTBF's convertible securities in April 2025?

AVTBF proposed reducing warrant exercise prices from $3.00 to $1.75 and implementing a staged reduction in debenture conversion prices from $3.00 to as low as $1.25, subject to shareholder approval.

When and where is AVTBF's 2025 annual general meeting being held?

AVTBF's annual general meeting will be held on May 30, 2025, at 1:00 p.m. PDT in the Summit Room, 7th Floor, 1700 Dickson Avenue, Kelowna, BC.

What is the record date for AVTBF shareholders to vote at the 2025 annual meeting?

Shareholders of record as of April 14, 2025, will be eligible to vote at AVTBF's annual general meeting.

How will the new AVTBF debenture conversion price structure work?

The conversion price will start at $1.25 for the first 3 months post-approval, increase to $1.50 for months 3-6, and then to $1.75 until maturity, unless over 50% of debentures are converted at a lower price point.