An anonymous director reports

F-20 DEVELOPMENT CORP. ANNOUNCES AN INCREASE IN OWNERSHIP OF SHARES OF AVANT BRANDS INC.

On Feb. 23, 2024, F-20 Development Corp. (the acquiror), a shareholder of Avant Brands Inc., entered into (i) a partial equity conversion agreement, and (ii) an amended and restated convertible debenture (the A&R debenture) replacing in its entirety the debenture dated Feb. 1, 2023.

The A&R debenture matures on Oct. 29, 2025, has monthly amortized payments of approximately $150,000 and bears an interest rate of 15 per cent per annum. In accordance with the equity conversion agreement, the company made a voluntary prepayment to the acquiror against the principal balance of $4.75-million in the amount of $1.4-million through the issuance of 16,355,140 shares of the company.

Additionally, the company issued 1,375,000 common share purchase warrants to acquire shares of the company at an exercise price of 25 cents on or before Feb. 23, 2026, subject to acceleration by the company in the event that the 20-day volume-weighted average price of the shares on the Toronto Stock Exchange exceeds 85 cents. Prior to the closing of the transaction, the Acquiror held 17,147,216 shares of the company and 5,375,000 warrants to purchase shares of the company, and the acquiror's non-diluted shareholdings represented approximately 6.56 per cent of the company's issued and outstanding shares and the acquiror's partially diluted shareholdings represented 8.44 per cent of the company's issued and outstanding shares (that is, assuming full exercise of all warrants and no other issuances of shares by the company).

Following the closing of the transaction, the acquiror held 33,426,286 shares of the company, and 6.75 million warrants and the non-diluted shareholdings now represent approximately 12 per cent of the company's issued and outstanding shares. Thus, on a partially diluted basis (that is, assuming full exercise of all warrants and no other issuances of shares by the company), the acquiror would hold a total of 40,176,286 shares representing approximately 14.08 per cent of the company's issued and outstanding shares.

The acquiror may increase or decrease its ownership of securities of the company as the circumstances or market conditions warrant.

To obtain a copy of the early warning report filed by the acquiror, please contact the acquiror at 250-215-5028 or refer to the company's SEDAR+ profile.

Further details of the transaction in which the acquiror acquired the shares and warrants may be found in the news releases of the company in relation to the transaction dated and filed on SEDAR+ on Feb. 26, 2024.