Not for distribution to U.S. news wire services or for dissemination in the United States
TORONTO, Sept. 20, 2018 (GLOBE NEWSWIRE) — Avante Logixx (“Avante” of the “Company”) (TSXV: XX) is pleased to announce the results of its annual general and special meeting of shareholders held on September 19, 2018 (the “Meeting”).
The Company put forward the following resolutions to be voted on by shareholders at the Meeting, all of which were approved: (i) to set the number of directors at seven (7); (ii) to appoint BDO Canada LLP as auditor of the Company for the 2019 fiscal year; (iii) the election of directors; (iv) the ratification of the Company’s Stock Option Plan; and (v) the approval of a consolidation of all of the Company’s issued and outstanding common shares (the “Common Shares”) at a ratio of up to eight (8) to one (1) (the “Consolidation”).
“I would like to thank the directors that did not stand for re-election for their service to Avante.” said Craig Campbell, CEO and Director of Avante Logixx. “I would also like to thank the remaining and new directors for their guidance, mentorship and contribution as Avante continues to execute against its strategic plan of organic growth, integration of announced acquisitions and new M&A in the security services space.”
Each of the directors elected at the Meeting, being Craig Campbell, Leland Verner, Joseph Leeder, Andrew Coles, Stewart Lyons, Carol Osler, and Elizabeth Cynthia Tripp, will hold office until the next annual meeting of the Company or until their earlier resignation or removal.
Following the approval by the shareholders of the Company at today’s Meeting, the Company’s board of directors approved the implementation of the Consolidation on the basis of one (1) post-Consolidation Common Share for every five (5) pre-Consolidation Common Shares. The Consolidation remains subject to regulatory approval, including the approval of the TSX Venture Exchange. Further information with respect to the Consolidation, including the effective date of the Consolidation, will be provided by the Company in a subsequent news release.
The board of directors of the Company believes that the Consolidation will improve marketplace liquidity by bringing the price of the Common Shares into a range that is accessible to a broader group of potential investors. Further, the board of directors believes that the Consolidation better supports potential financing opportunities and future acquisitions by the Company.
A total of 63,588,006 Common Shares of the 104,082,885 Common Shares of the Company that were outstanding as at the record date were voted at the Meeting, representing 61.09% of the Common Shares.
Further information with respect to the matters considered at the Meeting can be found in the management information circular dated August 10, 2018, which is available under Avante’s issuer profile at www.sedar.com
Further Information on the Acquisition of Veridin Systems Canada Inc.
Further to the Company’s press release dated September 18, 2018, the Company announces that, pursuant to the share purchase agreement dated September 17, 2018 (“Agreement”) with 1245893 Ontario Inc. (“1245893”) and Vision Dynamics CCTV Inc. (“Vision” and together with 1245893, the “Vendors”), the total consideration paid to the Vendors for all of the outstanding shares of Veridin Systems Canada Inc. was $2,430,823 (subject to a post-closing working capital adjustment in accordance with the Agreement) of which $500,000 was satisfied by the issuance of 1,190,476 Common Shares to 1245893.
About Avante Logixx Inc.
Avante Logixx Inc. (TSXV: XX) 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.avantelogixx.com and consider joining our investor email list.
Avante Logixx Inc.
Craig Campbell
CEO
(416) 923-6984
[email protected]
For media inquiries, please contact:
Kevin Wright
LodeRock Advisors
(647) 459 – 0423
[email protected]
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, discussions of future plans and forecasts and statements as to management’s expectations and intentions with respect to the proposed Consolidation and its potential effects on the Company, its business and 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 not obtaining the regulatory approvals required to effect the Consolidation in a timely manner or at all, the Company maintaining its projected growth, general economic conditions or conditions in the financial markets 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 assurances that the Consolidation will be completed 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.