Avant Brands Inc. AVNTAVTBF(FRA:1BU0) and its wholly-owned subsidiary GreenTec Holdings Ltd., have entered into a binding share purchase agreement with F-20 Developments Corp. to acquire the remaining 50% equity stake in 3PL Ventures Inc.
Pursuant to the terms of the agreement, the purchase price payable is equal to $15 million which will be satisfied by the following:
$1.5 million cash payable upon the closing;
$9.5 million payable by way of a convertible promissory note;
$3 million payable in shares in the capital of Avant (the "escrow shares");
$1 million payable in shares in the capital of Avant (the "non-escrow shares");
The escrow shares will be released to the vendor pursuant to the escrow release schedule set out in the agreement. Both the escrow shares and the non-escrow shares will also be subject to a mandatory statutory hold period of four months and one day from the date of issuance.
Avant currently owns 50% of the issued and outstanding shares in the capital of 3PL, a joint venture with the vendor. On closing, Avant will own 100% of the issued and outstanding shares in the capital of 3PL. The transaction is expected to close on or around February 1, 2023.
The Flowr Purchase Agreement
The Ontario Superior Court of Justice (Commercial List) has granted an approval and vesting order approving the previously announced definitive purchase agreement entered into by Avant Brands K1 Inc., an entity of which Avant owns 50% of the issued and outstanding shares, to acquire all of the issued and outstanding shares in the capital of The Flowr Group (Okanagan) Inc., a subsidiary of The Flowr Corporation. FLWPF The transactions contemplated by the Flowr purchase agreement are expected to close within Q1 of 2023.
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