Avant Brands Inc. (AVTBF)

[JohnCM]

Proposed Qualifying Transaction

In March 2018, the Company entered into a definitive agreement with GreenTec Holdings Ltd.
(“GreenTec”) with respect to the proposed acquisition by the Company of all of the issued and outstanding
shares of GreenTec (the “Definitive Agreement”). The transaction will constitute the Company’s Qualifying
Transaction under the policies of the Exchange.
Pursuant to the agreement, the Company’s shares would first be consolidated on a 12-for-1 basis. The
Qualifying Transaction will be completed by way of a three cornered amalgamation whereby a newly
incorporated wholly-owned subsidiary of the Company, 1155425 B.C. Ltd., will amalgamate with
GreenTec. Shareholders of GreenTec will receive one post-consolidation share of the Company for each
GreenTec share. The outstanding stock options and warrants of GreenTec will be adjusted such that they
will be exercisable to acquire shares of the amalgamated entity.