Concerned Shareholder of Avante Corp. (TSXV: XX) announces voting intentions

Questions Fairfax Financial Holdings Limited's (TSX: FFH) oversight of Avante's board.

Demands accountability and board representation.

Discloses August 2024 discussions initiated by Fairfax towards privatizing Avante at an unacceptable $1.15 per share, then increased to an also unacceptable $1.50 per share – so much for "The Golden Rule".

TORONTO, Oct. 15, 2025 /CNW/ - George Christopoulos, Avante's Corp.'s (TSXV: XX) largest shareholder with 5,327,000 shares or 19.99% (compare with Fairfax Financial Holdings Limited's (TSX: FFH) 19.88%), today announces his voting intentions, reasons and makes several observations:

1. Will vote "Withold" or "Against" all shareholder meeting resolutions, including all director nominees.
   • Fairfax nominee, Wade Burton, attended only 5 of 10 meetings for fiscal 2025.
   • Since March 30, 2022 Emmanuel Mounouchos and Fairfax have not permitted any board representation, other than their own.
   • Shareholder value has been eroded, while Mr. Mounouchos has been grossly over-compensated.
2. Audit/ accounting fees originally reported for 2024 as $355,863 revised to $684,409.
   • 2025 fees were $606,330.
   • Revision to 2024 fees implies fiscal 2025 expense of $934,876, representing 2.8% of 2025 revenues.
   • Avante's 2021 revenues were $91,715,784, but fees were only $351,350 (.38%).
     • Magnitude of 2024 and 2025 fees imply poor oversight, and internal controls deficiencies.
3. Mr. Mounouchos and Fairfax had jointly intervened to block the sale of Avante, which per February 9, 2022 press release, valued Avante at $1.75/ Share
   • Intervention by Fairfax was not "fairandfriendly" as only Avante's founder Mr. Mounouchos benefitted. He was only 12.9% shareholder at the time, but apparently declared: "You are not going to sell my company!", oblivious to the obvious, fair consideration that it was very likely that 87.1% of Avante's shareholders were eager to sell.
   • Fairfax's "The Golden Rule", seemingly, has a "Notwithstanding Clause".
   • Former CEO and director Craig Campbell was paid $1 million by Avante in September 2024 relating Mr. Campbell's legal claim filed November 30, 2023 (his employment severance was previously settled), alleging that in connection with his cooperation he was promised in February/ March 2022 that his Avante shares would be bought at "Fair Value", notwithstanding that the sale at $1.75 by Avante's other shareholders had been blocked by Mr. Mounouchos' and Fairfax's actions, including Fairfax converting (February 17, 2022), debentures to common shares at $1.56 per share.
   • The fact that a significant financial commitment or promise had been made in respect of Mr. Campbell's shares (and only Mr. Campbell's shares) was not disclosed to shareholders, who subsequently voted on four occasions absent this information, including the approval of the sale of Logixx Security Inc. on May 30, 2022.
4. Simultaneous with Avante's $1 million payment to Mr. Campbell, Mr. Mounouchos acquired 298,000 shares from Mr. Campbell on September 17, 2024, increasing his ownership to over 10%, triggering a requirement to issue both a press release and Early Warning Report – required before any additional shares were purchased.
   • However, just one day later, on September 18, 2024 Mr. Mounouchos acquired an additional 1,071,894 shares from Mr. Campbell.
   • Mr. Mounouchos issued a press release and Early Warning Report on September 18, 2024, in respect of both transactions.
   • The acquisition of 1,369,894 shares increased Mr. Mounouchos' shares to 3,936,784 or 14.77%, and increased his and Fairfax's combined ownership to 9,234,784 shares or 34.65%.
   • This occurred approximately four weeks after Mr. Christopoulos' confidential discussions with Fairfax, which began on August 15, 2024, ended on August 24, 2024 when Mr. Christopoulos declined Fairfax's final informal discussion offer of $1.50 per share as inadequate and unfair.
5. Damage to Avante's minority shareholders following February 2022 has been compounded by egregious compensation:
   • Following the resignation of Avante's entire board on March 30, 2022, Mr. Mounouchos received awards as follows:
     • On April 28, 2022, 800,000 stock options, priced at $0.88 to $1.18.
     • "On April 8, 2022, the Company offered a long-term incentive plan to a director and officer of the Corporation [Mr. Mounouchos]. Under this plan, 1 million shares were to be granted on April 1, 2027, and an additional 1 million shares were to be granted upon the announcement of the Company's earnings per share for the fiscal year 2027, contingent on meeting certain performance targets." [per 2025 audited financial statements]; [2 million shares represented 7.5%, for just one individual]
       • The April 8, 2022 two million share award to Mr. Mounouchos was not disclosed until July 31, 2023 when Avante's 2023 audited financial statements were released.
   • Combined, 2.8 million options and shares, representing 10.57% to just one individual, but who was already aligned, owning 10.35% of Avante's shares (which was before he dropped slightly below 10%).
   • In fiscal 2024: "The officers of the Company are eligible for long-term incentive payments, structured as cash-settled share-based payments, contingent upon specific criteria. At the reporting date, the fair value of the outstanding liability for cash-settled share-based payments was $1,442,875 (March 31, 2024: $1,209,875)." [per 2025 audited financial statements, and first disclosed in 2023 Circular, this represents a cash award equal to the value of 2 million shares, without explanation of how share pricing will be determined or of any share pricing guardrails]
6. Five Shareholder Proposals and Reasons, properly submitted by Mr. Christopoulos on August 22, 2025 and properly submitted again on August 25, 2025, have not been included in Avante's 2025 Circular
   • Text of the Five Proposals and Reasons is included in the Addendum below.
7. Avante's September 15, 2025 Circular includes a Resolution for Ratification of Stock Option Plan.
   • In Mr. Christopoulos view, the quantum of equity based/ equity linked compensation since March 30, 2022 is unconscionable.
     • The "overpay them first, and they will deliver shareholder value" philosophy/ experiment has failed, but it has worked to dilute the value accruing to Avante's minority shareholders. It is not "fair and friendly", especially when coupled with the board's failure to exercise appropriate oversight while denying board representation to Mr. Christopoulos.
8. On June 13, 2022  Avante proudly announced a $10 million unsecured subordinated term loan facility maturing in 2027 with Fairfax, entitling Fairfax to a standby fee of 0.5% on the unused portion. No part of the loan has been used, but standby fees to Fairfax of approximately $165,000 have been paid or have accrued. The loan announcement was surprising, since it was made following or amid some degree of chaos:
   • Avante's sale at $1.75 per share had been obstructed,
   • a completely new board, which continued to change to July 18, 2022,
   • a new CEO and new Chairman,
   • the June 1, 2022 sale of the Logixx Security Inc. division,
   • the resignation of its experienced CFO, Stephen Rotz, on June 3, 2022 (but which was only announced on June 10, 2022), and
   • preparation of complex financial statements for 2022, to exclude discontinued operations.
9. Significantly, Mr. Rotz's resignation in June 2022 coincided with the payment of $600,000 "…for services provided by a private company [Kingsdale Advisors] that is an affiliate of a director [Wes Hall] of the Company for proxy-advisory services provided to two large shareholders of the Company. One of the shareholders became an officer and director of the Company on March 30, 2022, and a representative [Mr. Burton] of the other shareholder [Fairfax] became a board member on July 18, 2022. The services were in relation to negotiating on behalf of those shareholders termination of the Company's February 2022 agreement with SSC Security Services Corp for the sale of the entire Company and the concurrent replacement of the Company's board of directors on March 30, 2022…The [$600,000] amount was paid on June 3, 2022." [per 2022 audited financial statements]
   • Significantly, until the 2022 audited financial statements were issued, there had been no prior disclosure that Kingsdale had been retained by Mr. Mounouchos and Fairfax and that they would seek to have Avante pay Kingsdale's $600,000 fee.
10. Fairfax's informal discussion offers of $1.15 per share and then $1.50 per share were pursuant to a one-year confidentiality agreement with Mr. Christopoulos which expired August 15, 2025. Ironically, Fairfax implied that its offers were reasonable, or "fair and friendly".  Fairfax has thus far seemed to have failed to consider that it blocked the sale of Avante at $1.75 per share, and that furthermore from March 31, 2022 to March 31, 2025 Avante's revenues grew from $18,156,148 to $33,761,732, or 86%.

Mr. Christopoulos has today filed an Early Warning Report on www.sedarplus.ca to reiterate that he may acquire additional shares of Avante either in the open market or through private transactions, depending on market conditions and other considerations, and only as permitted by Ontario Securities Law. He may also take one or more steps in connection with five shareholder proposals that were properly submitted to Avante on both August 22, 2025 and August 25, 2025, but which were not included in Avante's Circular dated September 15, 2025 for consideration by Avante's shareholders (see Addendum). No decision has yet been made.

For additional background information, reference may be made to Mr. Christopoulos' previous press releases dated December 21, 2022, March 29, 2023, April 25, 2023, October 11, 2023, January 26, 2024, March 25, 2024 and October 8, 2024.

This press release includes the personal views and opinions of George Christopoulos. It does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws.

Avante's head office address is 1959 Leslie Street, Toronto, Ontario, M3B 2M3. A copy of this press release and the Early Warning Report dated October 15, 2025 filed under National Instrument 62-103 may be obtained from Avante's SEDAR+ profile at www.sedarplus.ca or by contacting George Christopoulos.

ADDENDUM

Five shareholder proposals were properly delivered to Avante Corp., via email to each of Mr. Mounouchos (at [email protected]) and Mr. Kapoor (at[email protected]) on August 25, 2025, and preceded by similar emails on August 22, 2025, all of which they have alleged were never received, are reproduced:

Shareholder Proposal One

Avante Corp. fully disclose the details of financial commitments made to Craig Campbell in his capacity as shareholder, by any current or former director (or on their behalf) during the period February 17, 2022 to March 30, 2022 in connection with Mr. Campbell's 11.6% shares of Avante, and explain why other Avante shareholders did not receive a payment commensurate with the $1 million paid in September 2024 by Avante to Mr. Campbell.

Reasons For Shareholder Proposal One

Note 22 of the September 30, 2024 interim financial statements disclosed that a "former officer and shareholder" was paid $1 million. Avante also disclosed that its insurers paid $300,000 of the $1 million, plus consulting and legal fees. Previously, the August 28, 2023 Management Information Circular stated: "In 2023, Mr. Campbell was paid $1,375,000…relating to the termination of his employment...".

Based on Mr. Campbell's Statement of Claim dated November 30, 2023 filed against Avante Logixx Inc. (Avante Corp.'s previous name), Emmanuel  Mounouchos, Wesley Hall, Robert Klopot and Hamblin Watsa Investment Counsel Ltd., the $1 million payment to Mr. Campbell in September 2024 appears to relate exclusively to his rights as a shareholder.

In the view of the proposing shareholder, the $1 million payment was to compensate Mr. Campbell for consideration he would otherwise have received, had Avante been sold pursuant to the February 9, 2022 press release announcing its sale for consideration of $1.75 per share.

Mr. Campbell's Claim states that subsequent to February 9, 2022:

"Mounouchos and Hamblin Watsa work together to defeat the SSC Transaction", and
"…Avante and its then-existing board entered into transition agreements with Hamblin Watsa and Mounouchos which contemplated…appointment of a new board…and the concurrent resignation of Avante's then-existing board."

Paragraph 64 of the Claim states:

"…Campbell's willingness to vote his shares in support of the Logixx Transaction (which he viewed as being substantially inferior to the SSC Transaction) and to enter into transition agreements which included his resignation from Avante's board was conditional on receiving…a buyout of the plaintiffs' Avante shares at fair value."

The term "fair value" has a legal meaning and is generally much higher than "fair market value".

The transition agreements, commitments and the potential for a $1 million payment to Mr. Campbell in his capacity as shareholder were not disclosed in SEDAR filings made from February 17, 2022 to March 30, 2022. Disclosure would have also allowed shareholders to be informed of material arrangements both prior to the voting on May 30, 2022 in respect of the sale of the Logixx division, and subsequently until the filing of Avante's September 30, 2024 interim financial statements.

The transition agreements, related payments and the timing of disclosure are not consistent with the reasonable expectations of Avante's other shareholders existing since January 2022. Similarly, prior to voting on the sale of the Logixx division, Avante's shareholders were not informed of a 2 million share incentive offered to Mr. Mounouchos on April 8, 2022.

Shareholder Proposal Two

Avante Corp. disclose detailed voting results for any meeting of shareholders to be held in calendar 2025 and subsequent years, including disclosing the specific number of shares voted "For", "Against" or "Withhold" in respect of each resolution or matter which shareholders vote on (including, for greater certainty, any director nomination by way of shareholder proposal).

Reasons For Shareholder Proposal Two

Until 2022, Avante had disclosed detailed voting results, including the number of shares voted "For" or "Withhold" in respect of each director nominated. Avante did not include such detailed disclosure in respect of its shareholders' meetings held on each of October 24, 2023 and October 24, 2024.

Detailed disclosure of voting results is a reasonable expectation of Avante's shareholders and is consistent with Avante's prior practice.

Shareholder Proposal Three

Chris Lynch, of Toronto, Ontario, be nominated for election as a director of Avante Corp.

Reasons For Shareholder Proposal Three

In the 33 months from July 1, 2022 to March 31, 2025, Avante's shareholders' equity declined from $18,990,609 to $12,555,083, a decrease of $6,435,526 representing over $0.24 per Avante common share.

As of August 20, 2025 the last closing price of Avante shares was $0.75. Forty-two months prior, a February 9, 2022 press release announced an agreement for the sale of Avante for consideration of approximately $1.75 per share. The share component of the consideration would have produced aggregate dividends from June 2022 to June 2025 of over $0.16 per Avante share. However, on March 30, 2022 it was announced that the sale agreement was terminated, and the entire board of directors replaced. Emmanuel Mounouchos instigated these last two events. Mr. Mounouchos, who owned just 10.3% of Avante's common shares, was immediately named Co-CEO by the new board.

Changes to Avante's board of directors are necessary to ensure there is a review and improvement of both Avante's business strategy and its corporate governance.

Chris Lynch is a seasoned public and private capital markets professional with deep operational and value creation experience including roles in investment banking as well as senior executive and CFO roles across publicly listed, venture capital, growth equity and private equity backed companies (including: BRPS, BGRS, AlarmForce, Financeit, GoBolt).  Mr. Lynch has meaningful experience and expertise in raising capital, executing buy-side and sell-side M&A (including operational integration) and has held leadership roles in companies across all stages of development including restructuring, growth, scale-up and exit.  

Chris Lynch is currently a Co-Founder and Partner of Elevación1250 Tequila and is also the Managing Partner of ArcherAlex Capital Advisors Inc., providing value creation, strategic consulting and fractional CFO services.  Additionally, Mr. Lynch is a Volunteer Advisor with MaRS Momentum and an Operating Partner with Matr Ventures.   

Shareholder Proposal Four

Cory Tamagi, of Calgary, Alberta, be nominated for election as a director of Avante Corp.

Reasons For Shareholder Proposal Four

In the 33 months from July 1, 2022 to March 31, 2025, Avante's shareholders' equity declined from $18,990,609 to $12,555,083, a decrease of $6,435,526 representing over $0.24 per Avante common share.

As of August 20, 2025 the last closing price of Avante shares was $0.75. Forty-two months prior, a February 9, 2022 press release announced an agreement for the sale of Avante for consideration of approximately $1.75 per share. The share component of the consideration would have produced aggregate dividends from June 2022 to June 2025 of over $0.16 per Avante share. However, on March 30, 2022 it was announced that the sale agreement was terminated, and the entire board of directors replaced. Emmanuel Mounouchos instigated these last two events. Mr. Mounouchos, who owned just 10.3% of Avante's common shares, was immediately named Co-CEO by the new board.

Changes to Avante's board of directors are necessary to ensure there is a review and improvement of both Avante's business strategy and its corporate governance.

Mr. Tamagi is a seasoned finance and executive leader with a career spanning over 30 years, which has included leadership roles in both public and private companies across industrial, transportation and telecommunications sectors. He currently serves as President & CEO and Co-owner of Guardian Telecom Ltd., a Calgary-based manufacturer of ruggedized telecommunications equipment designed for mission-critical and industrial environments.

Prior to founding Guardian, Mr. Tamagi spent nearly 15 years at Circa Enterprises Inc., where he held pivotal roles including VP Finance & CFO, and ultimately President & CEO from January 2020. Under his leadership, Circa executed multiple acquisitions and, in 2023, a transformative divestment resulting in the formation of Hydel Inc. and Guardian Telecom Ltd.

Mr. Tamagi began his career at Price Waterhouse (now PwC).  He holds a Bachelor of Commerce (Accounting) from the University of Calgary and is a Chartered Professional Accountant (CPA, CA).

Shareholder Proposal Five

Stephen Rotz, of Toronto, Ontario be nominated for election as a director of Avante Corp.

Reasons For Shareholder Proposal Five

In the 33 months from July 1, 2022 to March 31, 2025, Avante's shareholders' equity declined from $18,990,609 to $12,555,083, a decrease of $6,435,526 representing over $0.24 per Avante common share.

As of August 20, 2025 the last closing price of Avante shares was $0.75. Forty-two months prior, a February 9, 2022 press release announced an agreement for the sale of Avante for consideration of approximately $1.75 per share. The share component of the consideration would have produced aggregate dividends from June 2022 to June 2025 of over $0.16 per Avante share. However, on March 30, 2022 it was announced that the sale agreement was terminated, and the entire board of directors replaced. Emmanuel Mounouchos instigated these last two events. Mr. Mounouchos, who owned just 10.3% of Avante's common shares, was immediately named Co-CEO by the new board.

Changes to Avante's board of directors are necessary to ensure there is a review and improvement of both Avante's business strategy and its corporate governance.

Mr. Rotz, is a senior financial executive with a successful track record as CFO, Head of Corporate Development, Treasurer and Corporate Banker for public and private companies.  His range of industry experience spans security services, retail, services, asset management, technology, software as a service, FinTech and financial services.  He has extensive experience in complex transformational environments including IPO's, go-privates, acquisitions, divestitures and mergers and has been involved in financings of all types.  From January 2020 to August 2022, Mr. Rotz was the CFO of Avante Corp.  Currently, he is a senior, financial executive within the automotive dealership and vehicle leasing industry.

Mr. Rotz holds a Bachelor Commerce degree, is a CPA CA, a CFA and has an ICD.D designation.

SOURCE George Christopoulos

For further information: George Christopoulos, Telephone: [phone]