Avante Logixx Inc. Announces $10 Million Term Facility With Fairfax
13 June 2022 - 09:00PM
GlobeNewswire Inc.
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 MounouchosCEOAvante Logixx Inc.(416)
923-6984manny@avantesecurity.com
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.
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