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Maven Brands Inc
Symbol MJ
Shares Issued 35,140,866
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Maven Brands to sell subdivided Lumby land for $3.5M

2025-08-01 17:27 ET - News Release

Subject: Maven Brands News Release PDF Document

File: Attachment 2025-08-01-Maven-Brands -News-Release.pdf

NEWS RELEASE FOR IMMEDIATE RELEASE

Maven Brands Inc. Subsidiary Enters into Agreement to Sell Subdivided Land to Village of Lumby

Vernon, BC -- August 1, 2025 Maven Brands Inc. (the "Company") (CSE: MJ) (OTC Pink: TRLFF) (FSE: TLAA) a reporting issuer in Alberta, British Columbia, and Ontario currently subject to a cease trade order for failure to file annual and interim financial statements and MD&A, announces that it's wholly owned subsidiary Maven Enterprises Inc., has entered into a contract of purchase and sale dated June 17, 2025 (the "Agreement") with the Village of Lumby (the "Purchaser"), pursuant to which the Company will sell to the Purchaser a subdivided portion of the Company's property located in the Village of Lumby (the "Land") for aggregate consideration equivalent to approximately $3.25 million (the "Transaction").

The consideration to be provided by the Purchaser includes:

dot The undertaking and completion by the Purchaser of subdivision works and services valued at approximately $3.2 million;

dot The concurrent transfer to the Company of certain lands owned by the Purchaser with a fair market value of $50,000 (the "Transfer Lands").

The Transaction is conditional upon the successful subdivision of both the Company's and the Purchaser's parent parcels, which is expected to be completed on or before June 30, 2026. The subdivision is intended to allow for the consolidation of various parcels, vesting of new roads and Crown lands, and the transfer of subdivided lots between the parties.

As part of the Transaction:

dot The Purchaser will assume responsibility for all subdivision-related works, services, and associated costs.

dot The Company will convey good, marketable title to the Land, free of financial encumbrances other than permitted encumbrances.

dot The first mortgage holder over the Company's property has agreed to contribute $409,018.99 towards outstanding property taxes to facilitate the subdivision.

The Company will deliver vacant possession of the Land to the Purchaser on the completion date. All required subdivision approvals and registrations must be obtained prior to closing, failing which the Agreement may be terminated.

The Company confirms that it is a GST registrant and will self-assess any applicable taxes under the Excise Tax Act (Canada).

The Transaction is subject to all customary closing conditions, including regulatory and third-party approvals as may be required. The Company does not anticipate obtaining shareholder approval as the Transaction does not constitute a Reviewable Disposition under policies of the applicable securities regulations, stock exchange polices or the Company's corporate statute. Failure to File Cease Trade Order

The Company is currently in default of its continuous disclosure obligations under National Instrument 51-102 Continuous Disclosure Obligations and is subject to a cease trade order (CTO) issued by the British Columbia Securities Commission dated October 6, 2023. The CTO remains in effect pending the filing of the required financial statements and MD&A. There is no assurance that the Company will be able to reinstate its continuous disclosure record or satisfy the requirements for resumption of trading in the future.

For Further Information Contact:

Darcy Bomford Interim Chief Executive Officer darcy@mavenbrands.ca 1 (250) 260.0676

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

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