Allen-Vanguard Closes Private Placement



    /Not for dissemination in the United States/

    OTTAWA, Aug. 15 /CNW Telbec/ - Allen-Vanguard Corporation (the "Company"
or "Allen-Vanguard") (TSX: VRS) of Ottawa, Canada reported today that it has
closed its previously announced private placement of an aggregate of
14,650,000 subscription receipts at a subscription price of $6.85 per
subscription receipt for total gross proceeds of $100,352,500. Each of the
subscription receipts will be automatically exercised (without any further
action by the holder thereof) concurrently with the acquisition of Med-Eng
Systems ("Med-Eng"), which acquisition is expected to be completed in early
September, 2007. Upon automatic exercise of the subscription receipts, each
holder will acquire, for no additional consideration, one special warrant of
Allen-Vanguard for each subscription receipt. If the acquisition of Med-Eng is
not completed by November 12, 2007, the Company is obligated to repay the
purchase price of the subscription receipts to the purchasers. The net
proceeds of the private placement will be escrowed until the closing of the
Med-Eng acquisition.
    Each special warrant will be automatically exercised, for no additional
consideration, to acquire one common share ("Common Share") of Allen-Vanguard,
subject to adjustment in certain events, at 5:00 p.m. on the earliest of:
(i) the third business day after the date a receipt is issued by the
securities regulatory authorities in a jurisdiction of Canada for a final
prospectus qualifying the Common Shares to be issued upon the exercise of the
special warrants; and (ii) December 16, 2007.
    Paradigm Capital Inc., Versant Partners Inc. and Genuity Capital Partners
acted as agents in connection with the private placement and are entitled to a
cash commission of which half was paid upon closing of the private placement.
The balance of the Agent's commission will be payable out of the escrowed
proceeds of the private placement upon completion of the Med-Eng acquisition
and automatic exercise of the Subscription Receipts.

    About Allen-Vanguard

    Allen-Vanguard Corporation and its subsidiaries worldwide operate under
the brand "Allen-Vanguard". The Company develops and markets technologies,
tools and training for defeating and minimizing the effects of hazardous
devices and materials, whether Chemical, Biological, Radiological, Nuclear or
Explosive (CBRNE). The Company's equipment is in service with leading security
and military forces in more than 120 countries. Products include Electronic
Counter-Measures ("ECM") equipment for jamming remote detonation of terrorist
devices, specialty security equipment for Explosive Ordnance Disposal ("EOD"),
remote intervention robots for hazardous applications, vehicle barrier
systems, and personal protective wear for use in dealing with bio-chemical
agents. Allen-Vanguard is the sole, worldwide licensee and/or developer of
patented technologies such as the Universal Containment System and CASCAD Foam
for blast mitigation and decontamination of bio-chemical warfare agents. Head
office operations are located in Ottawa, Ontario, Canada, with manufacturing
or training operations in Stoney Creek, Ontario; Wiltshire UK, Tewkesbury,
U.K.; and Cork, Ireland, and sales offices in Canada, the U.S., the U.K. and
Asia. The Company's shares are listed on The Toronto Stock Exchange (TSX:
VRS).

    This press release contains forward-looking statements, which reflect
Allen-Vanguard's current expectations regarding future events, its strategy,
expected performance and condition. Forward-looking statements include
statements that are predictive in nature, that depend upon or refer to future
events or conditions, or that include words such as "expects," "anticipates,"
"plans," "believes," "estimates" or negative versions thereof and similar
expressions. In addition, any statement that may be made concerning future
performance, strategies or prospects, and possible future acquisitions or
dispositions, is also a forward-looking statement. Forward-looking statements
are based on current expectations and projections about future events and are
inherently subject to, among other things, risks, uncertainties and
assumptions about the Company and economic factors. Forward-looking statements
are not promises or guarantees of future performance, and actual events and
results could differ materially from those expressed or implied in any
forward-looking statements made about the Company. Any number of important
factors could contribute to these digressions, including, but not limited to,
general economic, political and market factors in North America and
internationally, interest and foreign exchange rates, global equity and
capital markets, business competition, technological change, changes in
government regulations, unexpected judicial or regulatory proceedings, and
catastrophic events. We stress that the above-mentioned list of important
factors is not exhaustive. We encourage you to consider these and other
factors carefully before making any investment decision and we urge you to
avoid placing undue reliance on forward-looking statements. Further, you
should be aware that the Company disclaims any obligation to publicly update
or revise any such forward-looking statements whether as a result of new
information, future events or otherwise, prior to the release of the next
Management Discussion and Analysis to be released by the Company or except as
required by law.

    To find out more about Allen-Vanguard Corporation (TSX:VRS), visit our
website at www.allen-vanguard.com.
    %SEDAR: 00018026E




For further information:

For further information: David Luxton, President and CEO, (613)
769-5353

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ALLEN-VANGUARD CORPORATION

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