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

About this update from Avante Corp

[{"type":"text","content":"\n\n\n\nTORONTO, Feb. 12 /CNW/ - MATIADEKA VENTURES INC. (TSXV: DKA.P) (the\n"Corporation") made an announcement today, further to its announcement made\nSeptember 27, 2007, concerning additional details of its proposal to acquire\nAvante Security Inc. ("Avante"). This transaction will involve a share\nexchange between Avante and the Corporation and will be the Corporation's\narm's length qualifying transaction (the "Qualifying Transaction") pursuant to\nthe policies of the TSX Venture Exchange Inc. (the "Exchange").\n\n\nTRANSACTION STATUS & CONDITIONS\n\n\nThe Corporation and owners of all the shares of Avante entered into a\nshare purchase agreement dated January 10, 2008 ("Share Purchase Agreement")\nwhereby the outstanding shares of Avante would be exchanged for shares of the\nCorporation on a one for one basis. Completion of the Qualifying Transaction\nis subject to a number of conditions, including, satisfying the terms of the\nShare Purchase Agreement, sponsorship, completion of a private placement and\napproval of the Exchange. The Qualifying Transaction cannot be completed\nunless all of the conditions are satisfied.\n\n\nThe Share Purchase Agreement provides for satisfaction of the purchase\nprice by the issuance of shares in the capital of the Corporation at a value\nwhich is lower than the value permitted by the policies of the Exchange. The\nrange of values of the Avante shares negotiated by the parties was based on a\nthird party valuation of Avante divided by the number of shares outstanding.\nThe parties are considering different alternatives to satisfying the\nrequirements of the Exchange, including, repricing or restructuring the\nQualifying Transaction.\n\n\nThe Share Purchase Agreement provides that Avante must complete a private\nplacement in the amount of $1,620,000. This private placement includes the\nconversion of $315,713 of shareholder loans into Avante shares. The proceeds\nof the private placement are required in order for the resulting issuer to\nhave sufficient working capital to satisfy the minimum listing requirements of\nthe Exchange. Avante anticipates that the private placement will be completed\nsubject to pricing the issue.\n\n\nThe Corporation has retained a sponsor in connection with the Qualifying\nTransaction. The sponsor has not yet...

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