Not for distribution to U.S. news wire services or for dissemination in the United States
TORONTO, May 23, 2018 – Avante Corp Inc. (TSXV: XX)(OTC: ALXXF) (“Avante” or the “Company”) is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by Cormark Securities Inc. and Canaccord Genuity Corp.(collectively the “Underwriters”) pursuant to which the Underwriters have agreed to purchase from the treasury, on a bought deal basis, 18,750,000 common shares (the “Shares”) of the Company at a price of $0.40 per Share (the “Issue Price”), for gross proceeds to the Company of $7.5 million (the “Offering”).
In addition, the Company has granted the Underwriters an option (“Over-Allotment Option”) to purchase up to an additional 15% of the Shares of the Offering at the Issue Price, exercisable at any time up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any.
The net proceeds of the Offering will be used to fund growth initiatives and general corporate purposes.
The Offering is scheduled to close on June 12, 2018 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and any applicable securities regulatory authorities.
The Shares to be issued under the Offering will be offered by way of a short form prospectus in each of British Columbia, Alberta and Ontario and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States.
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 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 being offered 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. (XX.V) is a Toronto based provider of technology enabled security solutions. We acquire, manage and build industry leading businesses which 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.avantecorp.ca and consider joining our investor email list.
FORWARD LOOKING STATEMENTS
All statements in this news 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 frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. This forward-looking information includes statements with respect to, among other things, the effective date of the consolidation of the Common Shares.
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 Company being unable to complete the steps necessary to cause the consolidation to occur on the timelines stated in this news release and the risks identified in Avante’s Management Discussion & Analysis, Annual Information Form 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 as there can be no assurance that the credit agreement will be entered into or on the terms described in this news release or at all.