1000343100 Ontario Inc. entered into a Stalking Horse Purchase Agreement to acquire The Flowr Group (Okanagan) Inc from The Flowr Corporation (TSXV:FLWR.H) for CAD 0.89 million on November 1, 2022. The transaction is subject to approval by the Ontario Superior Court of Justice,receipt of regulatory approval, the Stalking Horse Purchase Agreement being determined to be the successful bid in the SISP and the Court granting both an order approving the Stalking Horse Purchase Agreement and an Approval and Vesting Order. In the event the Purchaser is not the winning bidder under any such auction, the Stalking Horse Purchase Agreement will be terminated, and the Purchaser will be entitled to payment of a break-up fee in the amount of CAD 0.185 million following closing of the winning bid. The Purchase Price will be satisfied through (a) a credit bid of the DIP Loan in a principal amount of CAD 2 million, plus the Closing DIP Amount, if any, and any accrued and unpaid interest, expenses, fees and other amounts thereon, (b) a cash amount equal to the Purchase Price less the Credit Bid in cash, a portion of which may be payable in non-cash consideration in certain circumstances, and (c) the assumption of the Assumed Liabilities.
On December 1, 2022 1000343100 Ontario Inc. has entered into a definitive purchase agreement to acquire all of the issued and outstanding shares in the capital of The Flowr Group (Okanagan) Inc. The purchase price payable by 1000343100 Ontario Inc. for the Purchased Shares pursuant to the Purchase Agreement shall be CAD 5,115,000, being equal to (a) CAD4,015,000, and (b) common shares in the capital of Avant with a value of CAD 1.1 million based on the deemed price per Avant Share equal to a 15% discount to the volume weighted average price per Avant Share on the Toronto Stock Exchange for the 10 consecutive trading days preceding the close of trading on the trading day before the Closing Date. The Transaction is expected to close within Q1 of 2023. Jane Dietrich, Jeremy Bornstein, Jeffrey Mikelberg, Kori Williams, Chandimal Nicholas, Jonathan Sherman of Cassels is representing Avant.

Avant Brands K1 Inc. (formerly 1000343100 Ontario Inc.) completed the acquisition of The Flowr Group (Okanagan) Inc. from The Flowr Corporation (TSXV:FLWR.H) for CAD 7.7 million on February 2, 2023. The aggregate revised purchase price consists of (a) CAD 3.85 million payable in cash and (b) 7,402,186 common shares in the capital of Avant; plus (i) the amount of the Closing DIP Loan (to the extent not otherwise repaid), to an aggregate of CAD 2.5 million; and (ii) the value of the Assumed Liabilities, subject to certain adjustments (collectively, the “Purchase Price”). On January 31, 2023, the DIP Term Sheet was amended and the principal amount of the DIP Loan was increased by CAD 0.5 million to an aggregate of CAD 2.5 million.