Avante Logixx Inc. (TSXV: XX) (“Avante” or the “Company”) is
pleased to announce that it has closed the first tranche of its
private placement offering (the “Offering”) of unsecured
convertible debentures (the “Debentures”), raising gross proceeds
of $8,264,000 and issuing 8,264 Debentures to certain subsidiaries
of Fairfax Financial Holdings Limited (“Fairfax” and, together with
such subsidiaries, the “Purchasers”). Additional details relating
to the Offering are described in the Company’s press release dated
November 14, 2019.
The Debentures will mature five years from the
date of issuance thereof, bear interest at a rate of 7% per annum,
payable semi-annually in equal instalments on the last day of June
and December in each year. Each $1,000 principal amount of the
Debentures is convertible, at the option of the holder, into common
shares of the Company (the “Common Shares”) at any time prior to
the maturity date at a conversion price of $1.56. The Debentures,
and any Common Shares issuable upon conversion thereof, will be
subject to a hold period of four months and one day from November
27, 2019. The Offering is subject to final approval from the TSX
Venture Exchange.
As previously disclosed in the Company’s press
release dated November 14, 2019, the net proceeds of the first
tranche of the Offering will be used to fund the acquisition of
A.S.A.P. Secured Inc. (“ASAP”).
The second tranche of the Offering is expected
to consist of up to 9,736 Debentures (for gross proceeds of
approximately $9,736,000) drawn and advanced within nine months of
November 27, 2019, at the Company’s discretion. The second tranche,
to be drawn at the Company’s option, will only be funded upon,
among other things, receipt of necessary approvals from the TSX
Venture Exchange and the Company’s shareholders (including approval
for the creation of a Control Person (as defined in the policies of
the TSX Venture Exchange)).
If the Company proceeds with the second tranche,
it intends to use the proceeds thereof for general corporate
purposes, including for the purpose of acquisition financing.
Norton Rose Fulbright Canada LLP acted as legal
counsel to the Company and Torys LLP acted as legal counsel to the
Purchasers in connection with the Offering.
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. We acquire, manage, and
build industry-leading businesses that provide specialized,
mission-critical solutions that address the needs of our customers.
Our businesses continuously develop innovative solutions that
enable our customers to achieve their objectives. With an
experienced team and a proven track record of solid growth, we are
taking steps to establish a broad portfolio of security businesses
to provide our customers and shareholders with exceptional returns.
Please visit our website at www.avantelogixx.com and consider
joining our investor email list.
Avante Logixx Inc.Craig
CampbellCEO(416) 923-6984craig@avantelogixx.com
About Fairfax Financial Holdings
Limited
Fairfax Financial Holdings Limited (TSX: FFH and
FFH.U) is a holding company which, through its subsidiaries, is
engaged in property and casualty insurance and reinsurance and the
associated investment management. For further information about
Fairfax, please contact: John Varnell, Vice President, Corporate
Development at (416) 367-4941.
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, discussions of future plans and forecasts and statements as
to management’s expectations and intentions with respect to the
company’s acquisition of ASAP, the expected timing of the closing
of the second tranche of the Offering and the intended use of the
net proceeds of the Offering, and whether the Company will complete
the sale of the second tranche of the Debentures.
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 from those
expressed or implied by the forward-looking information, including,
without limitation, the ability to obtain the consents and
approvals and fulfill the conditions required for closing
(including the receipt of necessary approvals from the TSX Venture
Exchange and the Company’s shareholders for the second tranche of
the Debentures), the company maintaining its projected
growth, the company’s ability to execute on its strategic vision,
the ability of the company to identify revenue and cost synergies,
general economic conditions or conditions in the financial markets
and the risks identified in Avante’s Management Discussion &
Analysis, Annual Information Form and other continuous disclosure.
This 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, including that no
significant events occur outside of Avante’s normal course of
business, assumptions about trends in manpower and technology
costs, assumptions made about the business of ASAP, and assumptions
about the company’s ability to leverage Avante’s and ASAP’s
collective customer bases and networks. 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 guaranteeing future performance
and, accordingly, undue reliance should not be put on such
statements due to the inherent uncertainty of the statements.
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.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Fairfax Financial (TSX:FFH)
Historical Stock Chart
From Feb 2024 to Mar 2024
Fairfax Financial (TSX:FFH)
Historical Stock Chart
From Mar 2023 to Mar 2024