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Avante Corp Announces Closing of First Tranche of Convertible Debentures Offering with Fairfax Financial Holdings Limited

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TORONTO, Nov. 27, 2019  – Avante Corp 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 Corp

Avante Corp 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 and consider joining our investor email list.

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.

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Forward Looking Statements

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.

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