AFC Gamma, Inc. announced that it intends to offer, subject to market and other conditions, $100 million aggregate principal amount of senior unsecured notes due 2027 (the Notes) in a private offering (the Offering) to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the Securities Act). The Notes will be AFC Gammas general unsecured and unsubordinated obligations, will be fully and unconditionally guaranteed by each of AFC Gamma's existing and future subsidiaries other than certain immaterial subsidiaries, and will rank equally in right of payment with all of AFC Gammas existing and future senior unsecured indebtedness and senior in right of payment to any of AFC Gammas subordinated indebtedness. The Notes will not be guaranteed by AFC Gamma's subsidiary on the issue date of the Notes. AFC Gamma intends to use the net proceeds from this Offering to fund loans related to unfunded commitments to its existing borrowers, to originate and participate in commercial loans to companies operating in the cannabis industry that are consistent with its investment strategy, and for working capital and other general corporate purposes. The exact timing and terms of the offering will depend on market conditions and other factors. The Notes have not been and are not expected to be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. AFC Gamma does not intend to apply to list the Notes on any securities exchange or automated dealer quotation system.