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AVANTE LOGIXX INC. ANNOUNCES $10 MILLION TERM FACILITY WITH FAIRFAX

 

TORONTO – Ontario- June 13, 2022 – Avante Logixx Inc. (TSX.V: XX) (OTC: ALXXF) (“Avante” or the “Company”) today announced that it has agreed to the terms of a $10 million unsecured subordinated term loan facility maturing in 2027 (the “Term Loan”) with Hamblin Watsa Investment Counsel Ltd., in its capacity as investment manager of Fairfax Financial Holdings Limited (“Fairfax”) and certain affiliates thereof.   The Term Loan remains subject to customary closing conditions, including the execution of definitive agreements.

The Term Loan will be used for working capital and general corporate purposes and will provide that Avante will be permitted to borrow up to $10 million in the aggregate, at a fixed interest rate of 5.0%, payable in cash or in kind. The loans will have a five-year maturity from the closing date and will be unsecured and specifically subordinated to Avante’s senior secured credit facility arrangements with its existing lenders.  The final maturity date of all such drawings, and the availability period, will be determined during negotiation of the definitive loan agreements.

Multilateral Instrument 61-101

The Term Loan transaction is considered to be a “related party” transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as 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.

The Term Loan is not a transaction that requires a formal valuation pursuant to section 5.4 of MI 61-101, and the Company is exempt from the minority approval requirements of MI 61-101 pursuant to section 5.7(1)(f) – Loan to Issuer, No Equity or Voting Component.

Completion of the transaction remains subject to certain conditions customary for transactions of this type, including the execution of definitive agreements and the consent of its existing lenders. The Company anticipates closing the Term Facility once these conditions have been met, which may be less than 21 days following the issuance of this press release.  The Company believe this to be reasonable given the nature of the transaction and the terms of the Term Loan.

Further details relating to the Term Loan will be included in the material change report filed with the securities regulators and available on the SEDAR profile of Avante at www.sedar.com.

About Avante Logixx Inc.

Avante Logixx Inc. (TSXV: XX), provides high-end security services through its wholly owned subsidiary, Avante Security Inc., serving residential customers located in Toronto and Muskoka regions of Ontario, Canada.  With an experienced team, a focus on customer service excellence and development of innovative solutions, we remain committed to providing our shareholders with exceptional returns.  Please visit our website at www.avantelogixx.com.

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.

For further information, please contact:

Manny Mounouchos

CEO

Avante Logixx Inc.

(416) 923-6984

[email protected]

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 Term Loan and the receipt of any necessary approvals. 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 Term Loan, Avante’s ability to secure the necessary approvals required to complete the proposed Term Loan 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.