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TORONTO - Ontario, July 07, 2022 (GLOBE NEWSWIRE) --
Avante Logixx Inc. (TSX.V: XX) (OTC: ALXXF) (“Avante” or the “Company”) today announced that it has executed definitive agreements in respect of the June 13, 2022 announced $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 permits Avante to borrow, on a non-revolving basis, up to $10 million of loans until July 7, 2027 for terms to maturity also ending on July 7, 2027, at an interest rate of 5.0% that can be paid by the Company in cash or in kind. Such debt may be used for working capital, general corporate purposes or as agreed in advance by Fairfax and each drawing shall be in minimum increments of $1 million and may be repaid at any time without penalty. A standby fee of 0.5% is charged by Fairfax on the unused portion of the term loan facility, payable annually in arrears. The unsecured term loans advanced under the Loan Agreement rank junior to the senior secured credit facilities provided by the Company’s senior secured lenders and are guaranteed, on an unsecured basis, by all subsidiaries of the Company. Pursuant to the Loan Agreement, the Company’s consolidated senior indebtedness (excluding drawings under the Term Loan and net of cash balances) shall not exceed 3.5 times Adjusted EBITDA (as defined in the Loan Agreement) on a rolling four quarter basis. In addition, further drawings under the Loan Agreement are conditional on the Company’s existing Chief Executive Officer being involved in the day-to-day operations of the Company.
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.
A copy of the Term Loan will be 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:
CEO, Avante Logixx Inc.
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.
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. 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 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.