SSC Security Services Corp. (TSXV:SECU) (SSC) entered into a definitive arrangement agreement to acquire Avante Logixx Inc. (TSXV:XX) from Emmanuel Mounouchos, Fairfax Financial Holdings Limited (TSX:FFH) and others for CAD 36.3 million on February 8, 2022. Under the terms of the plan of arrangement, holders of Avante Shares will receive a combination of cash and common shares in the capital of SSC with CAD 0.52 per Avante Share in cash plus 0.4155 of an SSC Share for each Avante share held. Based on the volume-weighted average price of the SSC shares on the TSX Venture Exchange for the 20 trading days ending on February 8, 2022, the share consideration has an implied value of approximately CAD 1.23 per Avante share which, when added to the cash consideration implies a total combined consideration of approximately CAD 1.75 per Avante share, or an aggregate equity value of approximately CAD 37.1 million. In addition, SSC will assume approximately CAD 9.4 million of Avante's senior funded debt, which excludes CAD 8.264 million of principal amount of unsecured convertible debentures held by certain subsidiaries of Fairfax Financial Holdings Limited. The cash consideration will be funded from SSC's current cash balance. Avante Logixx Inc.'s subsidiaries, Avante Security Inc. (ASI) and Logixx Security Inc. (LSI) will also become part of SSC and will continue to operate as it is. The combined company is expected to be owned approximately 70% by current holders of SSC, and approximately 30% by Avante Shareholders. In case of termination of the agreement, Avante Logixx may be required to pay a termination fee in the amount of CAD 1.8 million. Craig Campbell, Avante's Chief Executive Officer, has been invited to join the SSC Board upon closing of the transaction. The SSC Board will increase in number from five directors to six.

The transaction is subject to approval from TSXV, approval of the majority of Avante shareholders, the Ontario Superior Court of Justice, among others. The transaction is also subject to shareholders not having exercised their Dissent Rights in connection with the arrangement with respect to more than 10% of the outstanding Avante shares. The transaction is not subject to any financing condition. SSC's Board of Directors unanimously approved the transaction. Avante's Special Committee and the Board unanimously approved the transaction, and the Board recommends that Avante shareholders vote in favor of the transaction. Certain Avante shareholders, directors and officers who collectively hold approximately 17% of the Avante shares, have entered into voting support agreements. The special meeting of Avante shareholders is anticipated to be held in April 2022. As of March 24, 2022, the special meeting of shareholders of Avante which was previously scheduled to be held on April 19, 2022, has been postponed for the time being. The transaction is expected to be close in April 2022. Dan Daviau, Barry Goldberg, Mark Silvestre, Kevin Romano, Matthew Wiebe and Jack Xia of Canaccord Genuity Corp. acted as financial advisors and provided fairness opinion to Avante Board and the special committee. Imperial Capital, LLC acted as financial advisor and Paul Fitzgerald of Norton Rose Fulbright Canada LLP acted as legal advisor for Avante. Patricia J.F. Warsab of McKercher LLP acted as legal advisor for SSC.

SSC Security Services Corp. (TSXV:SECU) (SSC) cancelled the acquisition of Avante Logixx Inc. (TSXV:XX) from Emmanuel Mounouchos, Fairfax Financial Holdings Limited (TSX:FFH) and others on March 30, 2022.