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TORONTO — Ontario, July 07, 2022 (GLOBE NEWSWIRE) —
Avante Logixx Inc. (TSX.V: XX) (OTC: ALXXF) (“Before“or the”Company”) announced today that it has entered into definitive agreements relating to the $10 million subordinated unsecured term loan facility announced on June 13, 2022 and 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 some of its affiliates.
The term loan allows Avante to borrow, on a non-revolving basis, up to $10 million in loans through July 7, 2027 for terms to maturity also ending July 7, 2027, at an interest rate of 5.0% which may be paid by the Company in cash or in kind. This debt may be used for working capital, general corporate purposes or as agreed to in advance by Fairfax and each drawdown must be made in minimum installments 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 provided 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 debt (excluding drawdowns 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 basis of four quarters. In addition, further drawdowns under the loan agreement are conditional on the involvement of the company’s current CEO in the day-to-day operations of the company.
Multilateral Instrument 61-101
The Term Loan Transaction is considered a “related party” transaction under Multilateral Instrument 61-101 – Protection of holders of minority securities 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 common shares issued and outstanding.
The Term Loan is not a transaction that requires a formal valuation pursuant to Section 5.4 of NI 61-101, and the Company is exempt from the minority approval requirements of NI 61-101 pursuant to Section 5.7 (1)(f) – Loan to Issuer, no shares or voting component.
A copy of the term loan will be filed with the securities authorities and available on Avante’s SEDAR profile at www.sedar.com.
About Avante Logixx Inc.
Avante Logixx Inc. (TSXV: XX), provides premium security services through its wholly owned subsidiary, Avante Security Inc., serving residential customers located in the Toronto and Muskoka regions of Ontario, in Canada. With an experienced team, a focus on excellence in customer service and the development of innovative solutions, we remain committed to delivering exceptional returns to our shareholders. 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 principally engaged in property and casualty insurance and reinsurance and related investment management.
For more information, please contact:
CEO, Avante Logixx Inc.
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All statements contained in this press release, other than statements of historical fact, may constitute “forward-looking information” about 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”, “intend”, “believe”, “potential” and similar expressions, or describe an “objective”, or a variation of these words and expressions or indicate that certain actions, events or results “may”, “should”, “could”, “could”, “could” 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 respect to the list of risk factors identified in Avante’s MD&A, Annual Information Form (AIF) and other continuing disclosures, which list is not not exhaustive of the factors that could affect 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 material events will occur outside of the ordinary course of business. of Avante. Although management believes that the assumptions inherent in 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 placed on such statements. because of the inherent uncertainty. Avante’s forward-looking information is based on the beliefs, expectations and opinions of management as of the date the statements are made, and Avante undertakes no obligation to update any 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.