Avante Logixx To Expand with the Acquisition of Intelligarde International Inc.

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TORONTO, Nov. 12, 2018 (GLOBE NEWSWIRE) — Avante Logixx Inc. (TSXV: XX) (“Avante” or the “Company”) is pleased to announce that it has entered into a definitive share purchase agreement (“Agreement”) to acquire Intelligarde International Inc. (“Intelligarde”) subject to certain closing conditions. The transaction is expected to close by November 30, 2018. Intelligarde is a highly regarded commercial security services provider that offers high- and low-profile security guards and patrols, as well as numerous complementary security services in Ontario and Winnipeg, Manitoba. The acquisition brings strategic capabilities to Avante that accelerate the realization of the Company’s vision of building a technology-enabled security solutions provider. The acquisition will further extend Avante’s presence in the commercial security market and build upon its recent acquisition of Veridin Systems Canada, announced on September 18, 2018.

“I am thrilled to welcome the Intelligarde team to the Avante platform,” said Craig Campbell, CEO of Avante. “The acquisition is representative of the strategic assets that can be leveraged with our platform to provide technology-enabled security solutions to commercial and national accounts. Our thesis is that while manpower costs are increasing, technology costs are decreasing and we intend to benefit from these trends by leveraging our suite of services to provide managed services that reduce overall cost of security/risk programs while upgrading effectiveness. This allows Avante to offer our clients a unique value proposition and potential savings while growing our bottom line. We are confident that Intelligarde will be a great addition to the Avante platform as we continue to execute on our strategic plan.”

Intelligarde is a physical security services business based in Toronto, Ontario, with clients across southern Ontario and in Winnipeg, Manitoba. Intelligarde has been a pioneer in the security industry for over 30 years and employs more than 300 security professionals. Intelligarde generated approximately $15.4 million of revenue in the past twelve months for the period ended September 30, 2018 and realized an adjusted EBITDA margin of 5%.

Avante management expects that the acquisition will have an immediate accretive financial impact and is well aligned with Avante’s renewed strategic vision and overall market thesis. It is management’s belief that we will be able to achieve revenue synergies following the acquisition of Intelligarde and provide a compelling value proposition to large, multi-national clients. Management has identified approximately $0.25 million of potential cost synergies that it expects to realize in the first 12 months.

Pursuant to the Agreement, the total consideration to be paid by Avante to purchase all of the issued and outstanding shares of Intelligarde is $4,750,000 payable in cash (subject to a post-closing working capital adjustment and holdback in accordance with the Agreement). The company will use a mix of cash on hand and its recently announced acquisition facility to fund the transaction.

Farber Corporate Finance Inc. acted as financial advisor for the vendors regarding the Intelligarde transaction.

The Company will pay a finder’s fee to an arm’s length party in connection with the transaction. However, no advisory fees are payable or to be paid by the Company in connection with the transaction.

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 potentially exceptional returns. Please visit our website at www.avantelogixx.com and consider joining our investor email list.

Avante Logixx Inc.

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 Company’s acquisition of Intelligarde and the expected financial impact of this acquisition.

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 ability to obtain the consents and approvals and fulfill the conditions required for closing, the Company realizing on the anticipated value of the acquisition of Intelligarde, the Company maintaining its projected growth, the Company’s ability to execute on its strategic vision, the ability of the Company to identify revenue and cost synergies, 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. This 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, including that no significant events occur outside of Avante’s normal course of business, assumptions about trends in manpower and technology costs,  assumptions made about the business of Intelligarde, and assumptions about the Company’s ability to leverage Avante’s and Intelligarde’s collective customer bases and networks. 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 of the statements. 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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