XX Avante Corp

Avante Corp. (TSX.V: XX) (OTC: ALXXF) (“Avante” or the “Company”) today announced that its board of directors has approved the acquisition (the “Acquisition”), through its subsidiary Avante International Inc (the “Purchaser”), of a 55% interest in North Star Support Group S.R.L. (“NSSG”), a highly reputed risk management and security company operating globally, for an aggregate purchase price of EUR1,300,000. The purchase price will be paid by way of a combination of cash in the amount of EUR1,200,000 and the issuance of 154,301 common shares in the capital of the Company. The transaction is expected to close on September 21, 2023.

This strategic investment underscores Avante's commitment to expanding its service offering and proprietary technology and significantly enhances its international footprint. As Avante continues to grow its corporate security offering to Fortune 500 corporations the Company will look to expand operations in USA, Europe, and the Middle East by leveraging NSSG’s existing corporate client base and expertise in international markets. 

As part of the transaction, Avante will enter into a shareholder’s agreement with respect to NSSG and a loan agreement with NSSG. Pursuant to the shareholders agreement, the management of NSSG will maintain day-to-day control of the business and Avante will, among other things, appoint Manny Mounouchos to the board of directors of NSSG for an initial term of 4 years. Pursuant to the loan agreement, Avante will, indirectly through the Purchaser, advance to NSSG a loan in principal amount of up to EUR 1 million for a term of 4 years, bearing interest at a rate equal to the Bank of Canada Prime Rate plus 1%, and repayable in 8 quarterly equal repayments starting on the date that is 24 months after the date of each drawdown under the loan. At closing, EUR 500,000 of the loan is expected to be advanced.

Avante is recognized locally in Canada for its established and diversified business lines and its innovation across various service sectors, including its quickly growing Corporate Security division Avante Black. With this strategic investment, Avante aims to capitalize on NSSG's strong international client portfolio as opportunities to cross sell its service and technology capabilities to NSSG’s Fortune 500 clients. 

Established in 2017, NSSG has established its reputation globally, with a special focus on the MENA region, for its cutting-edge risk management and security solutions, bespoke advisory and support services, as well as its unwavering dedication to corporate security customer satisfaction. Through this partnership with Avante, NSSG anticipates accelerated growth and the ability to provide its clients with an even broader spectrum of security service verticals, utilizing Avante’s innovative technology and world-class Command and Control Centre.

Key highlights of this acquisition include:1.​ Synergy in Services: Clients of Avante and NSSG will benefit from a wider array of risk management and security services, ranging from traditional manned security to modern technology-driven solutions to a broad range of corporate security platforms. 

2.​ Global Expansion: Both companies will leverage their respective global networks to offer seamless risk management and security solutions to corporate clients on a larger international scale.

3. ​Innovation and Expertise: The collaboration will harness synergies from each parties’ expertise in innovation and technology to remain at the forefront of the security industry.

4.​ Operational Efficiency: The partnership will enhance operational efficiency, ensuring the continued delivery of exceptional risk management and security services.Manny Mounouchos, CEO of Avante, expressed enthusiasm about this strategic move, stating, "This acquisition aligns with our corporate strategy of diversification and accelerated growth outside of our core Toronto market. We are excited to join forces with NSSG and believe that this collaboration will unlock new opportunities for both companies. This strategic acquisition will pave the way for several of our technology platforms to be quickly adopted globally by NSSG’s existing clients.”Alessandro Martello, CEO of NSSG, added, "We are proud to have Avante as a strategic partner. Our shared values, vision and passion for quality and innovation in risk management will turn this partnership into a real success. For NSSG it is a significant milestone, as we look to expand our global corporate security offering. Avante’s core client base will benefit from many of our bespoke services, cutting-edge applications, creativity, and ethical approach to this challenging business. Our international corporate clients will also gain from this partnership, as we will leverage Avante’s Control Centre and integrate the surveillance platform in our activity.”

Both Avante and NSSG are committed to ensuring a seamless transition, prioritizing the needs and expectations of their clients during this integration phase. Clients and partners can expect uninterrupted support and a continued commitment to the highest level of service quality.

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.About Avante Corp.Avante Corp. (TSXV: XX) is a Toronto based provider of high-end security services. 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.avantecorp.ca and consider joining our investor email list.

Emmanuel MounouchosFounder, CEO & Board Chair, Avante Logixx Inc.416-923-6984manny@avantesecurity.com

About NSSGNSSG is a distinguished risk management provider headquartered in Bucharest Romania, with offices in New York, Cairo, and Kyiv, representations in Saudi Arabia, Italy, Israel and the United Kingdom, and with a worldwide clientele. From strategic advisory to implementation solutions for multinational companies operating in challenging security environments and complex political jurisdictions, NSSG offers a wide range of integrated corporate security solutions, with a strong focus on technological advancements and integration with existing corporate security platforms. NSSG has established itself as a trusted partner to Fortune 500 companies in the risk management industry.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of the Company and NSSG with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and forward-looking statements in this press release include, but are not limited to, information and statements regarding: whether and when the Acquisition will be consummated; the anticipated benefits of the Acquisition, including the ability to achieve the anticipated synergies, expand globally, and achieve operational efficiency; the anticipated timing for closing of the Acquisition; and expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking statements are not based on historical facts, but instead reflect the Company’s and NSSG’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company and NSSG believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company and NSSG. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein.

Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the parties' ability to consummate the Acquisition; the ability of the parties to satisfy, in a timely manner, all other conditions to the closing of the Acquisition; the potential impact of the announcement or consummation of the Acquisition on relationships, including with regulatory bodies, stock exchanges, service providers, employees and competitors; the diversion of management time on the Acquisition; assumptions concerning the Acquisition and the operations and expansion plans following completion of the Acquisition; credit, liquidity and additional financing risks; stock market volatility; changes in the business activities, focus and plans of the Company and NSSG and the timing associated therewith; changes in general economic, business and political conditions, including challenging global financial conditions; competition risks; potential conflicts of interest; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with government regulation; the risks and uncertainties associated with foreign markets; and the other risk factors more fully described under the heading "Risk Factors" in the each of Company's most recent annual information form and management's discussion and analysis, each of which is available on the Company’s SEDAR+ profile at www.sedarplus.com. 

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company and NSSG have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Company and NSSG do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.