SECU SSC Security Services Corp

Avante Logixx Inc. (TSX.V: XX) (OTC: ALXXF) (“Avante” or the “Company”) today announced that it has entered into agreements (the “Transition Agreements”) with its largest shareholder, being certain subsidiaries of Fairfax Financial Holdings Limited (collectively, “Fairfax”), and Emmanuel Mounouchos, the founder and a significant shareholder of the Company, in connection with which certain changes to the board of directors of the Company (the “Board”) have been implemented. Fairfax beneficially owns and controls (indirectly through its insurance company subsidiaries) 5,297,434 of the issued and outstanding common shares of the Company, representing approximately 19.9% of all issued and outstanding common shares.

Avante also announced that, further to its news release on March 24, 2022, the Company and SSC Security Services Corp. (“SSC”) have mutually agreed to terminate the proposed arrangement between them and instead have entered into an agreement pursuant to which SCC will acquire all of the outstanding shares of Logixx Security Inc. (“Logixx Security”), a wholly-owned subsidiary of Avante (the “Sale Transaction”).

BOARD CHANGES

Pursuant to the Transition Agreements, each of Leland Verner, Emmanuel Mounouchos, Robert Klopot and Wes Hall have been appointed to the Board (the “New Board”) and the incumbent directors have stepped down to facilitate such appointments. The New Board has appointed Emmanuel Mounouchos as Co-Chief Executive Officer of the Company, a role he has held previously, effective immediately.

The Company would like to extend its thanks to Craig Campbell, Sam Duboc, Joseph Leeder, Stewart Lyons, Carol Osler, Jean-Pierre Taillon and Andrea Fiederer for their loyal service as directors of Avante and recognizes the excellent work they did positioning the Company for success in the future.

Details on each of the newly appointed directors are set out below.

Leland Verner

Mr. Verner is currently and has been president of Illyria Inc., an independent strategic and financial advisory firm based in Toronto since 1982. Illyria Inc. integrates business strategy into generating corporate and shareholder value for clients with an emphasis on industry intelligence, business model analysis and a singular focus on creating shareholder value from events and transactions. Mr. Verner was previously chairman of Avante from 2008 to 2019. In addition, Mr. Verner has extensive experience sitting on the boards of directors for numerous private and public companies across a wide range of industries, including as chairman and chief executive officer of Invesprint Corporation and chairman of Vincor International Inc., both former Toronto Stock Exchange listed companies.

Emmanuel Mounouchos

For over 35 years Emmanuel (Manny) Mounouchos has been a key figure in the Canadian security industry.  Following his graduation from Ryerson University in 1986, Manny established his first security company, Omni Security Inc. In 1996, he founded Avante Security Inc., a now wholly-owned subsidiary of Avante, which became publicly traded in 2008. Manny was also instrumental in the formation of Matiadeka Ventures Inc., a capital pool company that acquired Avante Security Inc. in 2008. He is a member of various Canadian security associations including ASIS Canada and Canadian Security Association (CANASA), Manny stepped down from his role as Co-CEO of Avante in 2015 before rejoining Avante in 2018. He is the former owner of Sissano Holdings, a shipping company based in Cyprus. He was the sole owner of the Toronto Patriots Junior A Hockey team (2015-2019), which ranked sixth in Canada. During his ownership, sixteen team members received scholarships from various universities in Canada and the US. Manny has been involved as an advisor and board member in diverse businesses in a variety of fields, including neuro-medicine technology, predictive analytic technology, personal location tracking, and ELD fleet tracking. 

Robert Klopot

Mr. Klopot is currently and has been the president and CEO of The Forest Hill Group (FHG), a market leader in the delivery of premium property management, luxury concierge/security and complete facility maintenance services to the upscale condominium market since 1999. FHG and its affiliates currently have over 700 employees and service 90+ upscale condominium communities in the GTA. In addition, Mr. Klopot has been involved in the founding and sale of numerous service based businesses, including Quintessentially Canada, DECK Agency Inc. and Every Last Detail FCP. Robert is a founding member of the Hospital for Sick Kids Innovators program and previously served on its advisory board from 2017-2019.

Wes Hall

Wes Hall is an established innovator, entrepreneur, and philanthropist. As Executive Chairman and Founder of Kingsdale Advisors, he has been repeatedly named one of Canada’s most powerful people by The Globe and Mail, Canadian Business, Toronto Life and Maclean’s. He is also the owner of QM Environmental, a leading environmental and industrial services provider; Titan Supply, a top manufacturer and distributor of rigging and wear products serving industries in the oil and gas, construction, and transportation sectors; and Harbor Club hotel, Curio Collection by Hilton, one of St. Lucia’s premier resorts. In June 2020 Wes launched Black North Initiative. BNI challenges Canadian businesses to end anti-black systemic racism head on in a business centric approach. Now, Wes has become the face of hope and opportunity for millions of people who look just like him. You can find Wes on CBC’s Dragons Den as the first Black Canadian to enter the den as a Dragon who will make an impact and conscious effort to awarding opportunities to up and coming BIPOC entrepreneurs. Wes also serves as a board member of the SickKids Foundation, Pathways to Education, Toronto International Film Festival (TIFF) and The Black Academy and is a Member of the Board of Governors at Huron University. From the University of Ottawa, Wes is the recipient of an honorary doctorate (2021) and from the University of the West Indies Wes has received an honorary doctorate (2017) as well as the Vice Chancellor’s Award (2015).

TERMINATION OF ARRANGEMENT AND SALE TRANSACTION

Avante also announced the termination of the proposed arrangement with SSC pursuant to which SSC agreed to acquire by way of a plan of arrangement all of the issued and outstanding common shares of Avante for a combination of cash and common shares in the capital of SSC (the “Arrangement”). As an alternative to proceeding with the Arrangement, Avante and SSC entered into a share purchase agreement (the “Share Purchase Agreement”), dated as of the date hereof, pursuant to which SSC has agreed to acquire 100% of the issued and outstanding shares of the Company’s subsidiary, Logixx Security, for cash consideration equal to $23.95 million, subject to certain adjustments.

After the Company’s announcement of the Arrangement on February 9, 2022, it became apparent through written communications from shareholders that the proposed transaction was not going to receive the requisite shareholder support. As a result, the Company entered into discussions with SSC regarding an alternative transaction, which discussions culminated in the Sale Transaction. Termination of the Arrangement by Avante and the entering into of the Sale Transaction was approved by the New Board.

KEY TERMS OF THE TERMINATION AGREEMENT AND SHARE PURCHASE AGREEMENT

Pursuant to a termination agreement (the “Termination Agreement”), dated as of the date hereof, the Company and SSC have mutually agreed to terminate the arrangement agreement between them dated February 8, 2022. The Company’s special meeting of shareholders called in connection with the Arrangement, originally scheduled for April 19, 2022, and subsequently postponed, has been cancelled. In lieu of the expense reimbursement fee payable to SSC on termination of the Arrangement, the parties have agreed to apply an amount equal to $750,000 (the “Arrangement Expense Reimbursement”) to payment of the purchase price by Avante under the Share Purchase Agreement.

Upon closing of the sale of Logixx Security, Avante will receive cash proceeds of $23.95 million, subject to certain adjustments and application of the Arrangement Expense Reimbursement.

Avante has agreed to customary non-competition arrangements and will provide customary transition services to SSC, primarily as it relates to premises access and IT infrastructure.

Closing is subject to the receipt of certain third party consents and acceptance by the TSX Venture Exchange, as well as other customary conditions precedent.

Closing of the sale of Logixx Security is expected to occur within the next sixty days. Upon closing, Logixx Security will become a wholly owned subsidiary of SSC and will continue providing high-quality security services to its enterprise and commercial customers across Canada.

If the Share Purchase Agreement is terminated, the Arrangement Expense Reimbursement will be payable by the Company to SSC.

Fairfax and Mr. Mounouchos have each entered into a support agreement with Avante and SSC pursuant to which they have agreed to support the sale of Logixx Security.

Copies of the Termination Agreement and the Share Purchase Agreement will be filed with the securities regulators and available on the SEDAR profile of Avante at www.sedar.com.

KEY BENEFITS OF THE SALE OF LOGIXX SECURITY

The key benefits of the sale of Logixx Security are anticipated to be:

• The sale will permit Avante to focus on continuing to improve and organically grow its residential security business – Avante Security.
• The sale of one operating unit, along with other actions to be implemented, is expected to reduce total operating expenses for the Company, in-line with its revenue base.
• Net proceeds from the sale of Logixx Security will be used to eliminate the Company’s debt and pay for all costs associated with its strategic review, including the now terminated Arrangement.

The sale of Logixx Security concludes Avante’s strategic review, which was initiated in August 2021, and positions the Company well for the future.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities described herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities described herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

About Avante Logixx Inc.

Avante Logixx Inc. (TSXV: XX) is a Toronto based provider of high-end security services for customers in Ontario, Canada. With an experienced team, a focus on customer service and development of innovative solutions, we remain committed to providing our shareholders with exceptional returns. Please visit our website at www.avantelogixx.com and consider joining our investor email list.

About SSC Security Services Corp.

SSC Security Services Corp. (TSXV: SECU) (OTCQX: SECUF) is a leading provider of physical and cyber security services to corporate and public sector clients across Canada. For more information, please visit www.securityservicescorp.ca.

About Fairfax Financial Holdings Limited

Fairfax is a holding company incorporated under the Canada Business Corporations Act which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

The common shares of Avante are held by Fairfax for investment purposes and in the future, it may discuss with management and/or the board of directors any of the transactions listed in clauses (a) to (k) of item 5 of Form F1 of National Instrument 62-103 – The Early Warning System and Related Take-over Bid and Insider Reporting Issues and it may further purchase, hold, vote (if applicable), trade, dispose or otherwise deal in the securities of Avante, in such manner as it deems advisable to benefit from changes in market prices of Avante securities, publicly disclosed changes in the operations of Avante, its business strategy or prospects or from a material transaction of Avante.

An early warning report will be filed by Fairfax in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from Fairfax upon request from John Varnell, Vice President, Corporate Development at (416) 367-4941.

For further information, please contact:

Craig CampbellCEOAvante Logixx Inc.(416) 923-6984craig@avantelogixx.com

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Forward-Looking Information

All statements in this press release, other than statements of historical fact, may constitute “forward looking information” with respect to Avante within the meaning of applicable securities laws. Forward-looking information is often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “planned”, “expect”, “project”, “predict”, “potential”, “targeting”, “intends”, “believe”, “potential”, and similar expressions, or describes a “goal”, or a variation of such words and phrases or state that certain actions, events or results “may”, “should”, “could”, “would”, “might” or “will” be taken, occur or be achieved. This forward-looking information includes statements with respect to, among other things, the timing and likelihood of the completion of the proposed Sale Transaction, the ability of Avante to consummate the proposed Sale Transaction on the terms of the Share Purchase Agreement, the receipt of any necessary approvals, including from the TSX Venture Exchange and other third parties, Avante’s strategic plan and the ability for Avante to achieve operational efficiencies and provide a better overall customer experience. Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward looking information, including, without limitation, assumptions made with regard to Avante’s ability to complete the proposed Sale Transaction, Avante’s ability to secure the necessary approvals required to complete the proposed Sale Transaction, Avante’s ability to achieve the benefits expected as a result of the proposed Sale Transaction, the effects of the ongoing Covid-19 pandemic and the list of risk factors identified in Avante’s Management Discussion & Analysis (MD&A), Annual Information Form (AIF) and other continuous disclosure, which list is not exhaustive of the factors that may affect any of Avante’s forward-looking information. In connection with the forward-looking statements contained in this and subsequent press releases, Avante has made certain assumptions about its business and the industry in which it operates and has also assumed that no significant events occur outside of Avante’s normal course of business. Although management believes that the assumptions inherent in the forward-looking statements are reasonable as of the date the statements are made, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein. Avante’s forward-looking information is based on the beliefs, expectations, and opinions of management on the date the statements are made, and Avante does not assume any obligation to update forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable law. For the reasons set forth above, readers should not place undue reliance on forward-looking information.