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Fairfax-backed Avante Logixx to sell Logixx Security to SCC

Avante Logixx has agreed to sell Logixx Security, a Toronto-based provider of security protection to corporate clients, to SSC Security Services Corp.

Avante Logixx has agreed to sell Logixx Security, a Toronto-based provider of security protection to corporate clients, to SSC Security Services Corp. Upon closing of the sale, Avante will receive cash proceeds of about C$23.95 million. Toronto-based Avante, which will continue to focus on its residential security business, Avante Security, is backed by Fairfax Financial Holdings.

PRESS RELEASE

TORONTO, March 30, 2022 (GLOBE NEWSWIRE) — Avante Logixx Inc. (TSX.V: XX) (OTC: ALXXF) (“Avante” or the “Company”) today announced that it has entered into agreements (the “Transition Agreements”) with its largest shareholder, being certain subsidiaries of Fairfax Financial Holdings Limited (collectively, “Fairfax”), and Emmanuel Mounouchos, the founder and a significant shareholder of the Company, in connection with which certain changes to the board of directors of the Company (the “Board”) have been implemented. 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.

Avante also announced that, further to its news release on March 24, 2022, the Company and SSC Security Services Corp. (“SSC”) have mutually agreed to terminate the proposed arrangement between them and instead have entered into an agreement pursuant to which SCC will acquire all of the outstanding shares of Logixx Security Inc. (“Logixx Security”), a wholly-owned subsidiary of Avante (the “Sale Transaction”).

BOARD CHANGES
Pursuant to the Transition Agreements, each of Leland Verner, Emmanuel Mounouchos, Robert Klopot and Wes Hall have been appointed to the Board (the “New Board”) and the incumbent directors have stepped down to facilitate such appointments. The New Board has appointed Emmanuel Mounouchos as Co-Chief Executive Officer of the Company, a role he has held previously, effective immediately.

The Company would like to extend its thanks to Craig Campbell, Sam Duboc, Joseph Leeder, Stewart Lyons, Carol Osler, Jean-Pierre Taillon and Andrea Fiederer for their loyal service as directors of Avante and recognizes the excellent work they did positioning the Company for success in the future.

Details on each of the newly appointed directors are set out below.

Leland Verner
Mr. Verner is currently and has been president of Illyria Inc., an independent strategic and financial advisory firm based in Toronto since 1982. Illyria Inc. integrates business strategy into generating corporate and shareholder value for clients with an emphasis on industry intelligence, business model analysis and a singular focus on creating shareholder value from events and transactions. Mr. Verner was previously chairman of Avante from 2008 to 2019. In addition, Mr. Verner has extensive experience sitting on the boards of directors for numerous private and public companies across a wide range of industries, including as chairman and chief executive officer of Invesprint Corporation and chairman of Vincor International Inc., both former Toronto Stock Exchange listed companies.

Emmanuel Mounouchos
For over 35 years Emmanuel (Manny) Mounouchos has been a key figure in the Canadian security industry. Following his graduation from Ryerson University in 1986, Manny established his first security company, Omni Security Inc. In 1996, he founded Avante Security Inc., a now wholly-owned subsidiary of Avante, which became publicly traded in 2008. Manny was also instrumental in the formation of Matiadeka Ventures Inc., a capital pool company that acquired Avante Security Inc. in 2008. He is a member of various Canadian security associations including ASIS Canada and Canadian Security Association (CANASA), Manny stepped down from his role as Co-CEO of Avante in 2015 before rejoining Avante in 2018. He is the former owner of Sissano Holdings, a shipping company based in Cyprus. He was the sole owner of the Toronto Patriots Junior A Hockey team (2015-2019), which ranked sixth in Canada. During his ownership, sixteen team members received scholarships from various universities in Canada and the US. Manny has been involved as an advisor and board member in diverse businesses in a variety of fields, including neuro-medicine technology, predictive analytic technology, personal location tracking, and ELD fleet tracking.

Robert Klopot
Mr. Klopot is currently and has been the president and CEO of The Forest Hill Group (FHG), a market leader in the delivery of premium property management, luxury concierge/security and complete facility maintenance services to the upscale condominium market since 1999. FHG and its affiliates currently have over 700 employees and service 90+ upscale condominium communities in the GTA. In addition, Mr. Klopot has been involved in the founding and sale of numerous service based businesses, including Quintessentially Canada, DECK Agency Inc. and Every Last Detail FCP. Robert is a founding member of the Hospital for Sick Kids Innovators program and previously served on its advisory board from 2017-2019.

Wes Hall
Wes Hall is an established innovator, entrepreneur, and philanthropist. As Executive Chairman and Founder of Kingsdale Advisors, he has been repeatedly named one of Canada’s most powerful people by The Globe and Mail, Canadian Business, Toronto Life and Maclean’s. He is also the owner of QM Environmental, a leading environmental and industrial services provider; Titan Supply, a top manufacturer and distributor of rigging and wear products serving industries in the oil and gas, construction, and transportation sectors; and Harbor Club hotel, Curio Collection by Hilton, one of St. Lucia’s premier resorts. In June 2020 Wes launched Black North Initiative. BNI challenges Canadian businesses to end anti-black systemic racism head on in a business centric approach. Now, Wes has become the face of hope and opportunity for millions of people who look just like him. You can find Wes on CBC’s Dragons Den as the first Black Canadian to enter the den as a Dragon who will make an impact and conscious effort to awarding opportunities to up and coming BIPOC entrepreneurs. Wes also serves as a board member of the SickKids Foundation, Pathways to Education, Toronto International Film Festival (TIFF) and The Black Academy and is a Member of the Board of Governors at Huron University. From the University of Ottawa, Wes is the recipient of an honorary doctorate (2021) and from the University of the West Indies Wes has received an honorary doctorate (2017) as well as the Vice Chancellor’s Award (2015).

TERMINATION OF ARRANGEMENT AND SALE TRANSACTION
Avante also announced the termination of the proposed arrangement with SSC pursuant to which SSC agreed to acquire by way of a plan of arrangement all of the issued and outstanding common shares of Avante for a combination of cash and common shares in the capital of SSC (the “Arrangement”). As an alternative to proceeding with the Arrangement, Avante and SSC entered into a share purchase agreement (the “Share Purchase Agreement”), dated as of the date hereof, pursuant to which SSC has agreed to acquire 100% of the issued and outstanding shares of the Company’s subsidiary, Logixx Security, for cash consideration equal to $23.95 million, subject to certain adjustments.