Early Warning Report Filed Pursuant to NI 62-103

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Affinor Growers Inc.
Affinor Growers Inc.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES     

VANCOUVER, British Columbia, Aug. 11, 2022 (GLOBE NEWSWIRE) -- Pavenham Development Corp. (“Pavenham”), with an address at 2321 Bolding Road, Mill Bay, British Columbia, V0R 2P4, has acquired ownership of 1,600,000 units (“Units”) issued by Affinor Growers Inc. (the “Company”), a corporation with a head office at 595 Howe Street, 4th Floor, Vancouver, British Columbia V6C 2T5 (the “Acquisition”). Each Unit is comprised of one common share in the capital of the Company (a “Share”) and one Share purchase warrant (a “Warrant”). Each Warrant is exercisable to acquire one additional Share at a price of $0.15 for a period of 12 months from the date of issuance.

Pavenham acquired the Units pursuant to a debt settlement agreement (the “Debt Settlement Agreement”) dated August 2, 2022 (the “Debt Settlement Agreement”) between the Company and Pavenham. The Debt Settlement Agreement provided for the issuance of 1,600,000 Units to Pavenham at a deemed price of $0.10 per Unit to settle $160,000 in debt owing to Pavenham.

Prior to the Acquisition, Pavenham held 3,149,728 Shares, which was equal to 14.22% of the issued and outstanding Shares of the Company.

Following the Acquisition, Pavenham holds 4,749,728 Shares, which is equal to 19.43% of the issued and outstanding Shares of the Company.

Pavenham acquired 1,600,000 Units of the Company for investment purposes. In pursuing such purposes, Pavenham takes a long-term view of its investment. It reserves the right to formulate other plans or make other proposals, and take such actions with respect to its investment in the Company. Depending on market conditions and other factors, Pavenham may acquire additional securities of the Company as Pavenham may deem appropriate, whether in open market purchases, privately negotiated transactions or otherwise. Pavenham may dispose of some or all of such securities. Pavenham may also reconsider and change its plans or proposals relating to the foregoing.

This press release is issued pursuant to early warning requirements of National Instrument 62-104 and National Instrument 62-103, which also requires a report to be filed with regulatory authorities in each of the jurisdictions containing additional information with respect to the foregoing matters (the “Early Warning Report”). A copy of the Early Warning Report will be available under the Company’s SEDAR profile at www.sedar.com and may be obtained by contacting: Nick Brusatore, Chief Executive Officer, Affinor Growers Inc. at nick@affinorgrowers.com or 604-356-0411.