Matiadeka Ventures Inc. - Status of Qualifying Transaction with Avante Security Inc.



    TORONTO, Feb. 12 /CNW/ - MATIADEKA VENTURES INC. (TSXV: DKA.P) (the
"Corporation") made an announcement today, further to its announcement made
September 27, 2007, concerning additional details of its proposal to acquire
Avante Security Inc. ("Avante"). This transaction will involve a share
exchange between Avante and the Corporation and will be the Corporation's
arm's length qualifying transaction (the "Qualifying Transaction") pursuant to
the policies of the TSX Venture Exchange Inc. (the "Exchange").

    TRANSACTION STATUS & CONDITIONS

    The Corporation and owners of all the shares of Avante entered into a
share purchase agreement dated January 10, 2008 ("Share Purchase Agreement")
whereby the outstanding shares of Avante would be exchanged for shares of the
Corporation on a one for one basis. Completion of the Qualifying Transaction
is subject to a number of conditions, including, satisfying the terms of the
Share Purchase Agreement, sponsorship, completion of a private placement and
approval of the Exchange. The Qualifying Transaction cannot be completed
unless all of the conditions are satisfied.
    The Share Purchase Agreement provides for satisfaction of the purchase
price by the issuance of shares in the capital of the Corporation at a value
which is lower than the value permitted by the policies of the Exchange. The
range of values of the Avante shares negotiated by the parties was based on a
third party valuation of Avante divided by the number of shares outstanding.
The parties are considering different alternatives to satisfying the
requirements of the Exchange, including, repricing or restructuring the
Qualifying Transaction.
    The Share Purchase Agreement provides that Avante must complete a private
placement in the amount of $1,620,000. This private placement includes the
conversion of $315,713 of shareholder loans into Avante shares. The proceeds
of the private placement are required in order for the resulting issuer to
have sufficient working capital to satisfy the minimum listing requirements of
the Exchange. Avante anticipates that the private placement will be completed
subject to pricing the issue.
    The Corporation has retained a sponsor in connection with the Qualifying
Transaction. The sponsor has not yet completed its due diligence nor has it
provided a report as required by Exchange policies. It is anticipated that a
satisfactory sponsor acknowledgement and report will be provided in accordance
with the policies of the Exchange.
    The Qualifying Transaction cannot be completed unless all of the
conditions are satisfied. The Corporation anticipates that the conditions can
be satisfied within the next 14 days and that the Qualifying Transaction can
be completed 10 days thereafter. The Corporation has requested and obtained
approval from the Exchange to permit its shares to resume trading pending
satisfaction of the conditions.

    ABOUT AVANTE SECURITY

    Avante is a private company that was incorporated under the laws of the
Province of Ontario on April 9, 1996 with its head office located in Toronto,
Ontario. Avante is engaged in the business of designing, installing and
monitoring complex residential and commercial security systems and providing
alarm response, executive protection and mobile and static guard services in
the Greater Toronto Area.
    Avante has developed proprietary hardware and software for wireless
security, which provides monitoring for data and video, home automation and
remote monitoring, demand/response energy management and metering
applications. Avante's Secure 724 S-WIP is a smart interactive portal module
that uses proprietary hardware to convert wired information to a wireless
format without the need of a personal computer or server. Secure 724 transmits
data in multiple formats to wireless mobile devices and/or PC's. With
724 S- WIP BlackBerry software, a BlackBerry can remotely control and obtain
data from the 724 S-WIP module installed in a dwelling.
    The acquisition of Avante by the Corporation will provide Avante with a
vehicle to become a public issuer on the Exchange. Each shareholder of Avante
will receive shares in the capital of the Corporation in exchange for shares
held by them in Avante. It is estimated that upon completion of the Qualifying
Transaction the shareholders of Avante will hold a majority of the shares of
the resulting issuer.

    ABOUT MATIADEKA VENTURES

    The Corporation is classified as a capital pool company pursuant to the
policies of the Exchange. The principal business of the Corporation is
identifying and evaluating assets or businesses with a view to completing a
transaction to acquire a business or assets which, when completed, would
result in the resulting issuer meeting the minimum listing requirements of the
Exchange.
    The Corporation completed its initial public offering of 2,000,000 Common
Shares on January 5, 2007 at a price of $0.20 per Common Share for gross
proceeds to the Corporation of $400,000. The proceeds of the offering together
with total cash proceeds raised prior to the initial public offering provided
the Corporation with a total of approximately $1,553,000 with which to
identify and evaluate companies, businesses or assets with a view to
completing a Qualifying Transaction.

    QUALIFYING TRANSACTION

    Background
    ----------
    The Corporation proposes to complete an arm's length Qualifying
Transaction through the acquisition of Avante. The Corporation and the
principal shareholders of Avante have entered into the Share Purchase
Agreement pursuant to which the Corporation will acquire all of the common
shares of Avante. Upon completion of the transaction, Avante will be a
wholly-owned subsidiary of the Corporation.
    The Share Purchase Agreement provides for the acquisition of the Avante
Shares at a purchase price which will be satisfied by the issuance of Common
Shares in the capital of the Corporation on a one for one basis. All options
to acquire securities in the capital of Avante shall be replaced by options to
acquire the same number of shares and on substantially the same terms in the
capital of the Corporation. The Share Purchase Agreement contains customary
covenants, representations and warranties given by both Avante and its
shareholders as well as the Corporation.
    Since the transaction is arm's length, the Corporation is not required to
obtain shareholder approval. The Corporation proposes to issue a filing
statement pursuant to Exchange policies containing full disclosure regarding
Avante and the transaction. This filing statement, when issued, will be
accessible on SEDAR by viewing the Corporation's public documents
(www.sedar.com).
    The Corporation proposes to change its name to Avante Security Corp. and
appoint new auditors subject to completion of the Qualifying Transaction. In
addition, the Corporation has increased the size of its board of directors
from three to five. The change of corporate name and increase in the size of
the board of directors were approved at a special meeting of shareholders held
November 20, 2007. The change in auditors will occur subsequent to completion
of the Qualifying Transaction.

    
    Avante Capital Reorganization And Private Placement
    ---------------------------------------------------
    Avante intends to complete a share reorganization and private placement in
conjunction with the Qualifying Transaction which will include:

    (a)    issuing common shares in the capital of Avante to Illyria Inc., a
           corporation controlled by Leland Verner, as partial consideration
           for services provided to Avante. Illyria Inc. has been retained by
           Avante since 2003 to provide strategic planning and business
           development services including assessing and completing business
           acquisitions, financial advice concerning cash flow management,
           raising capital and implementing strategic business plans and
           product development;

    (b)    completing a private placement in the amount of $1,620,000 which
           includes the capitalization of existing Avante shareholder loans
           owing to Mr. Mounouchos in the principal amount of $315,713. The
           proceeds of the private placement will be used to pay creditors
           and for working capital. All of the shares issued pursuant to the
           Avante private placement are to be acquired by the Corporation;
           and

    (c)    granting options to acquire Avante shares to certain senior
           managers, employees and consultants.
    

    Matiadeka Securityholders
    -------------------------
    At present, there are 10,750,000 Common Shares issued and outstanding in
the capital of the Corporation. In addition, there are incentive options to
acquire a further 450,000 Common Shares granted to the officers and directors
of the Corporation and options to acquire 200,000 Common Shares granted to the
agent as part of the Corporation's initial public offering. 5,070,000 of these
Common Shares are subject to Exchange escrow provisions.
    Emmanuel Mounouchos is the registered owner of 1,000,000 Common Shares in
the capital of the Corporation. These shares represent 9.3% of the issued and
outstanding shares in the capital of the Corporation. Illyria Inc. is the
registered owner of 980,000 Common Shares in the capital of the Corporation or
9.1% of the issued and outstanding shares in the capital of the Corporation.

    Avante Securityholders
    ----------------------
    Immediately prior to completion of the Avante share reorganization and
private placement, all of the Avante shares were owned, directly or
indirectly, by Emmanuel Mounouchos.

    SELECTED FINANCIAL INFORMATION

    The following tables present selected financial statement information
concerning the financial condition and results of operations for Avante. This
information is derived from the unaudited interim financial statements of
Avante for the six months ended September 30, 2007 and the audited financial
statements of Avante for the year ended March 31, 2007. The information
provided herein should be read in conjunction with such financial statements,
which have been prepared in accordance with Canadian GAAP, and which will be
filed on SEDAR when the Corporation files its filing statement with respect to
the Qualifying Transaction.

    
    -------------------------------------------------------------------------
                                        Sept. 30, 2007        March 31, 2007
                                     unaudited interim    audited year ended
    -------------------------------------------------------------------------
    Revenue                                 $3,326,634            $6,491,021
    -------------------------------------------------------------------------
    Cost of Sales                            2,632,736             5,515,667
    -------------------------------------------------------------------------
    Expenses                                   654,059             1,492,196
    -------------------------------------------------------------------------
    Net Income                                 (61,030)             (581,871)
    -------------------------------------------------------------------------
    Assets                                   1,568,754             1,067,582
    -------------------------------------------------------------------------
    Liabilities                              3,845,929             3,283,727
    -------------------------------------------------------------------------
    Capital Stock                                  110                   110
    -------------------------------------------------------------------------
    

    After the completion of the Qualifying Transaction, it is estimated that
the resulting issuer will have $517,822 in initial net consolidated pro forma
working capital based on the interim financial statements of Avante for the
period ended September 30, 2007 and the financial statements of the
Corporation for the period ended November 30, 2007, and after giving effect to
the completion of the Avante private placement. Of this amount, approximately
($1,044,869) will be from Avante and approximately $1,562,691 will be from the
Corporation.

    SPONSORSHIP

    Haywood Securities Inc., subject to completion of satisfactory due
diligence, has agreed to act as a sponsor in connection with the transaction.
An agreement to sponsor should not be construed as any assurance with respect
to the merits of the transaction or the likelihood of completion.

    ARM'S LENGTH TRANSACTION

    The transaction is an arm's length transaction. No director or officer of
the Corporation has any interest in Avante. Accordingly, the transaction will
not, as currently contemplated, be subject to approval by the shareholders of
the Corporation.

    DIRECTORS AND SENIOR MANAGEMENT

    As part of the Qualifying Transaction, Avante's management will assume
management responsibilities for the Corporation. The size of the board of
directors of the Corporation has been increased from three to five and the
following individuals have been elected as directors, namely, Bruce Bronfman,
W. Wesley De Shane, James Joseph Leeder, J. Brian Medjuck and Leland Verner.
Emmanuel Mounouchos will be elected as a director subsequent to completion of
the Qualifying Transaction. Leland Verner will be the Chairman of the Board.
Emmanuel Mounouchos will be the President and Chief Executive Officer, William
McKetrick will be the Chief Financial Officer and Lawrence Busch will be the
Vice-President of Operations.

    Bruce Bronfman

    Mr. Bronfman, 48, is a director of the Corporation. He is the President
of Mida Investments Ltd., a private investment company. Mr. Bronfman has been
a director and officer of several public companies. From June 1989 to February
1995 he was an executive vice-president of The Edper Group Limited and a
director of Brascan Limited, Hees International Bancorp Inc. and Carena
Developments Limited, all Toronto Stock Exchange listed companies. From May
1989 until December 1994 Mr. Bronfman was a director of NHC Communications
Inc., also a Toronto Stock Exchange listed company. From August 2001 until May
2002 he was a director of Neatt Corporation. From September 2003 until March
2004 he was a director of Trophy Capital Inc. (a CPC company) which
subsequently merged with LMS Medical Systems Inc. Mr. Bronfman was a director
of Canada's Pizza Delivery Corp. from September 1998 to August 2007 and served
as its audit committee chairman. From April 2004 until August 2005, he was a
director of Academy Capital Corp. (a CPC company) which subsequently merged
with Baymount Incorporated. Mr. Bronfman is also a director of Ontario MRI
Inc., a privately held Ontario based company that specializes in offering
third party diagnostics since 1997. He is also a director of Ottawa Valley MRI
Center Inc., a private clinic in Hull, Quebec that offers private MRI
services.

    Lawrence Busch

    Mr. Busch, 57, joined Avante as Vice President of Operations in June
2007, having served as a member of the RCMP for over 35 years. He served as a
uniformed police officer, an undercover officer and a plain clothes serious
crime investigator. His extensive technical experience includes covert
electronic and video surveillance and tracking devices. He also served as a
hostage negotiator and was deployed on three United Nations missions. Prior to
his retirement, Mr. Busch was in charge of "O" Division's VIP Security
Section, responsible for the complete security of Canada's senior political
executives and visiting Internationally Protected Persons. His section was
also responsible for Consulate Security and Counter Terrorist Surveillance.
Mr. Busch has a Bachelor of Science degree in Psychology from the University
of Toronto.

    W. Wesley De Shane, C.A.

    Mr. De Shane, 69, is a director of the Corporation. He is a principal of
OFC Associates, a consulting firm. Mr. De Shane is a financial executive with
experience in treasury, international tax planning, controllership,
acquisitions and investor relations. He has strong relationships with
commercial and investment bankers, buy/sell analysts and institutional
investors. Previously, Mr. De Shane was chief financial officer of Invesprint
Corporation, ZENON Environmental Inc., Canada Malting Co. Ltd. and Emco
Limited, all Toronto Stock Exchange listed companies. Mr. De Shane earned his
diploma from the University of Western Ontario and his designation as a
Chartered Accountant from the Ontario Institute of Chartered Accountants.

    James Joseph Leeder, B. Comm, C.A.

    Mr. Leeder, 53, will serve as a director of the Corporation. He is
currently vice president and chief financial officer of Envoy Capital Group
Inc. Mr. Leeder earned a bachelor of commerce degree from Concordia University
in 1979 and was granted the designation of chartered accountant from the
Ontario Institute of Chartered Accountants in 1983. Mr. Leeder was formerly a
partner of KPMG Canada and executive vice president of KPMG Corporate Finance
Inc., a Limited Market Dealer in Ontario and a subsidiary of KPMG Canada.

    William McKetrick

    Mr. McKetrick, 54, will serve as the Chief Financial Officer of the
Corporation. He has been vice-president of Avante since 2006. Mr. McKetrick
has been involved with a number of public and private companies as Assistant
Vice President, Controller or Senior Financial Analyst, including the Liquor
Control Board of Ontario, Interactive Media Group, ExtendMedia and Creative
Business Solutions. Mr. McKetrick earned his Bachelor of Arts Degree in
Political Science and Economics from the University of Toronto.

    J. Brian Medjuck, B. Comm, LL.B

    Mr. Medjuck, 50, will serve as a director of the Corporation. He is
president of Centennial Hotels Ltd., a Canadian hotel management company. Mr.
Medjuck has been a member of the board of director of numerous charitable
organizations, including, Best Buddies of Canada and Mount Sinai Hospital. Mr.
Medjuck obtained his bachelor of commerce degree and law degree from Dalhousie
University and earned his master of business at Schiller College in Paris,
France.

    Emmauel Mounouchos

    Mr. Mounouchos, 45, has 21 years experience in the security industry. He
founded Avante in 1996 with a vision of developing a company that would apply
technology to distinguish itself from its competition. Mr. Mounouchos
graduated as an electronic technologist in communications from Ryerson
Polytechnic Institute in 1986. Mr. Mounouchos's responsibilities include:
strategic visioning, oversight of all line and staff functions, approval of
all financial obligations, and sourcing of new business opportunities and
strategic alliances. In addition, Mr. Mounouchos sources, directs and
coordinates financial programs to provide funding for new or continuing
operations in order to maximize return on investment and increase
productivity.

    Leland Verner

    Mr. Verner, 62, will serve as a director and Chairman of the Corporation.
He has been president of Illyria Inc., an independent advisory firm based in
Toronto since 1972. Illyria Inc. integrates business strategy into corporate
and shareholder value for clients with an emphasis on industry intelligence,
business model analysis and a singular focus on creating shareholder value
from events and transactions. Mr. Verner was also a director of Extendmedia
Inc. from July 1995 until April 2006. Mr. Verner was chairman and chief
executive officer of Invesprint Corporation and chairman of Vincor
International Inc., both Toronto Stock Exchange listed companies. Mr. Verner
graduated from Ryerson Polytechnical Institute, Faculty of Business in 1968.

    CONDITIONS

    Completion of the Qualifying Transaction is subject to a number of
conditions, including but not limited to, performance of the terms of the
Share Purchase Agreement, receipt of Exchange approval, satisfaction of the
minimum listing requirements of the Exchange, completion of the capital
reorganization by Avante and completion of a private placement by Avante for
$1,620,000. The Transaction cannot close until all the conditions are
satisfied.
    Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant
to Exchange Requirements, majority of the minority shareholders approval.
Where applicable, the transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the transaction will be
completed as proposed or at all.
    Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
highly speculative.

    The TSX Venture Exchange Inc. has in no way passed upon the merits of the
    proposed transaction and has neither approved nor disapproved the
    contents of this press release.

    %SEDAR: 00024271E




For further information:

For further information: Wesley De Shane, President, Chief Executive
Officer, Chief Financial Officer and Director, Matiadeka Ventures Inc., (519)
672-4065 or wdeshane@rogers.com

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MATIADEKA VENTURES INC.

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