Pacific Ventures Group Inc (PACV)

[BCAT44]

*8K 10/27/23

On September 6, 2023, Pacific Ventures Group, Inc., a Delaware corporation (the “Company”), entered into a settlement agreement and stipulation (“Settlement Agreement”) with Trillium Partners, LP (“Trillium”) in connection with the settlement of $6,033,474.16 of bona fide obligations the Company owed to certain of its creditors. The Settlement Agreement was subject to a fairness hearing and, following such fairness hearing, on October 10, 2023, the Superior Court of the State of California, County of Los Angeles, Central District (the “Court”), entered an order approving the Settlement Agreement.

If the Settlement Agreement is satisfied in full, the Company shall reduce the Company’s debt obligations in the aggregate amount of $6,033,474.16, in exchange for the issuance of shares of Company’s common stock (the “Settlement Shares”) pursuant to the provisions of Section 3(a)(10) of the Securities Act of 1933, as amended, in multiple tranches. It is estimated that the Company will, pursuant to the terms of the Settlement Agreement, issue to Trillium approximately $9,282,267.93 of Settlement Shares, if the Settlement Agreement is satisfied in full, which represents a 35% discount to the market price of the Company’s common stock. At no time may Trillium beneficially own more than 9.99% of the Company’s outstanding common stock.