Avante Corp Inc. Announces Internal Corporate Reorganization, Senior Management Changes and Grant of Incentive Options

TORONTO, Nov. 17, 2017  – Avante Corp Inc. (TSXV: XX)(“Avante” or the “Company”)is pleased to announce plans to effect an internal corporate reorganization that would merge two of its wholly-owned subsidiaries, LVS Inc. and Avante Security Inc. into one wholly-owned subsidiary. It is anticipated that the reorganization will be effective March 31, 2016 which date corresponds to the fiscal year end of both of the merging entities. The corporate reorganization is intended to simplify the corporate structure of the Corporation, to reduce administrative costs and to realize on synergies among the Avante group of companies.  Separately, Avante announced results for the six month period ended September 30, 2015, the details of which are contained in a separate press release disseminated by the Corporation today.

The Corporation is also pleased to announce that further to the Corporation’s press release disseminated September 16, 2015, the terms of an amended and restated employment agreement with George Rossolatos have been finalized and George Rossolatos is the sole CEO of Avante Corp Inc.

The Corporation today also announced that Emmanuel Mounouchos is retiring from his position as Co-Chief Executive Officer of the Corporation and as President of Avante Security Inc. effective immediately. Mr. Mounouchos has agreed to provide transitional services to Avante to ensure an orderly transition following his retirement during a transition period to end December 31, 2015.  In conjunction with his departure, Avante has negotiated a retiring allowance with Mr. Mounouchos providing him with a one-time lump sum payment of $582,154.82 as well as the continuation of certain benefits for a period of 24 months.  Despite his retirement as a senior member of the management team, Mr. Mounouchos will continue to serve as a director of the Corporation. In addition, he, together with his family trust, will remain the Corporation’s largest shareholder and he has not indicated to management or the Board any intention of selling shares in the foreseeable future.

Emmanuel Mounouchos said about his departure, “as the founder working in Avante’s day-to-day operations, I believe it is the right time for a change, and I have complete confidence in George, the rest of the management team and Avante. I remain a significant shareholder and a Board member, and they have my full and continued support.”

Leland Verner, Chairman of the Board, stated, “on behalf of the Board of Directors and the entire team at Avante, I would like to extend to my friend and business associate, Manny Mounouchos, our appreciation and thanks for the company he founded almost twenty years ago. Manny has built one of the preeminent businesses in the security space in Canada. His continued guidance and support both as a director and our largest shareholder will ensure that our values and culture will continue.”

George Rossolatos, added, “it has been a pleasure working so closely with Manny over the past several years.  We all wish him well and look forward to his continuing involvement with the Board.  He is a great entrepreneur and he has left a wonderful legacy.   Looking ahead, we plan to continue to build Avante with our new go forward team and we will take this opportunity to accelerate the integration of the LVS brand which will in turn help us accelerate the realization of synergies and take advantage of the depth of the security management experience in our other subsidiaries in order to assemble a professional and high performing management team.”

As a result of Mr. Mounouchos’ retirement, the Board has requested that Mr. Rossolatos serve as interim President of Avante Security Inc. and oversee day-to-day operations there to ensure continuity.  He will be assisted by Yoram Dushek, the President of LVS Inc. who will play a significant role in the strategic direction of the Avante Security Inc. business as well as the oversight of critical client relationships.  In conjunction with the integration of the ‘LVS’ brand into the ‘Avante Security’ brand to be effected on March 31, 2016, it is contemplated that Mr. Dushek will serve as the permanent President of the merged entity. Mr. Rossolatos and Mr. Dushek also welcome Jonathan Harris to the Avante Security Inc. team as its General Manager effective January 1, 2016.  Mr. Harris has been involved in various aspects of the security industry for more than 35 years. He is currently the General Manager for Into-Electronics Inc., which was acquired by the Corporation in August 2014. Prior to joining Into-Electronics Inc. in March 2010, he represented a pioneering brand of digital video products and before that was the Toronto Branch Manager for one of the largest distributors of security products in Canada.

George Rossolatos commented on the new organizational structure as follows, “we believe that Yoram will provide excellent leadership for our newly consolidated Avante Security Inc. brand and we are very fortunate to have someone of Yoram’s background and capabilities on our team who can step seamlessly into the divisional president role.  Further, Jonathan is a tremendous senior operator in the organization within our INTO-Electronics Inc. subsidiary.  These organizational changes allow us to give Jonathan a new management and operations challenge within the Avante Corp group of companies and fully harness his deep experience in the industry.”

Grant of Options

 Pursuant to the amended and restated employment agreement for Mr. Rossolatos, effective November 17, 2015, he has been granted options to acquire up to 4,000,000 common shares, each at an option price of $0.36 per share and subject to the terms and conditions of the Corporation’s 10% rolling stock option plan approved on September 29, 2015.

2,000,000 of George Rossolatos’ options are time based, expire 30 days following the fifth year anniversary of grant and vest as follows: (i) 1/3^rd vest after the second anniversary of grant; (ii) an additional 1/3^rd vest after the third year anniversary of grant; and (iii) the remaining 1/3^rd vest after the fourth year anniversary of the grant.

The remaining 2,000,000 of Mr. Rossolatos’ options are performance based, expire 180 days following the fifth year anniversary of grant and vest based on the common shares meeting certain market price hurdles as follows: (i) 1/3^rd vest after the third year anniversary of grant provided the market price for the common shares at that time is at least $0.55 per share; (ii) an additional 1/3^rd vest after the fourth year anniversary of grant provided the market price for the common shares is at least $0.63 per share; and (iii) the remaining 1/3^rdvest after the fifth year anniversary of grant provided the market price for the common shares is at least $0.72 per share.  Notwithstanding the foregoing, to the extent that the market price hurdles are not met on the third or fourth year anniversaries, Mr. Rossolatos will be able to exercise the performance based options for that year in a subsequent year provided the hurdle for the subsequent year has been met.  The hurdles have been set to reflect a minimum compounded annual growth rate of 15% for the common shares in relation to the exercise price of $0.36 per share for the options.

Effective today, the Corporation also granted options to acquire an aggregate of 375,000 common shares to the directors of the Corporation (other than Mr. Rossolatos) at an option price of $0.36 per share subject to the terms and conditions of the Corporation’s 10% rolling stock option plan approved on September 29, 2015.  All options granted to these directors have a term of five years and vest immediately.

In addition, effective today, the Corporation granted options to acquire: (i) an aggregate of 300,000 common shares to certain executive officers of the Corporation at an option price of $0.30 per share; and (ii) an aggregate of 485,000 common shares to certain employees of the Corporation or its subsidiaries at an option price of $0.30 per share, in each case subject to the terms and conditions of the Corporation’s 10% rolling stock option plan approved on September 29, 2015.  All such options have a term of five years and vest as follows: (i) 1/3^rdvest after the second anniversary of grant; (ii) an additional 1/3^rd vest after the third year anniversary of grant; and (iii) the remaining 1/3^rd vest after the fourth year anniversary of the grant.

Pursuant to the terms of the Corporation’s 10% rolling stock option plan approved by shareholders at the Corporation’s annual general meeting on September 29, 2015 a total of 8,138,205 options are available to be issued.  Including the grant of options to the directors, executive officers and employees referenced above, there are 1,960,705 options currently available to be granted under the terms of the stock option plan.

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.

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.