Avante Corp. (XX) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual General and Special Meeting of Avante Corp. I would like to introduce Emmanuel Mounouchos, Chairman of the meeting.

Good morning, ladies and gentlemen. My name is Emmanuel Mounouchos, and I am the Chief Executive Officer and Chairman of the Board of Avante Corp. On behalf of the corporation, I welcome you to this Annual General and Special Meeting of the Shareholders. Although we are meeting virtually, our goal today is to ensure that our registered shareholders and duly appointed proxy holders are able to participate fully in the meeting. I invite our shareholders and duly appointed proxy holders to ask questions and vote on each of the matters of the business as if you are attending the meeting in person. I encourage registered shareholders and duly appointed proxy holders to submit your questions and comments as early as possible so that we may address them at the right moment during the meeting. If you have any questions, click on the Ask a Question button located on the left side of your screen so that we may type some question into the space provided and then press the submit button. Please read the instructions in the text box before submitting your question. In particular, please identify whether your question relates to a motion being considered as part of the formal business of the meeting. We will try to address questions or comments that directly relate to a particular motion at the appropriate time of the meeting. As always, questions or comments should be related to the business or affairs of the corporation and not be of personal nature. I note that certain questions from a shareholder, namely George Christopoulos to the corporation were disseminated through a press release on October 8, 2024. Those questions are not relevant to the formal business of the meeting. However, such questions will be addressed immediately following the completion of the formal business of the meeting. A presentation will also follow the formal business of the meeting. Registered shareholders and duly appointed proxy holders may vote on the online platform through the meeting. To do so, click on the Vote icon on the left side of your screen once the polls are open. Voting will be open throughout the formal portion of the meeting. You may vote at any time until the last item of the business has been put into a vote, and I declare the voting closed. If you are a registered shareholder, you have appointed a proxy holder or do not wish to change your voting instructions, then you do not need to do anything. If you have been appointed a proxy holder, then you need to vote in order for such votes to be counted. If you do wish to change your vote, then voting online will have an effect of revoking your previously submitted proxy. I also want to welcome those of you who are not registered shareholders or duly appointed proxy holders, and thank you for your interest in Avante Corp. I remind you that only registered shareholders and duly appointed proxy holders are entitled to participate in the meeting, vote and ask questions. After my introductory remarks, we will proceed to the regular items of business, including the receipt of financial statements, appointment of auditors and election of directors. Shareholders will also be asked to approve an ordinary resolution ratifying the corporation's 10% rolling stock option plan. Finally, shareholders will be asked to consider certain shareholder proposals. Before we proceed with the formal business of today's meeting, I would like to introduce to the other directors and members of management of Avante Corp., who have joined us online today. Raj Kapoor, Chief Financial Officer; and Robert DeFlece, Chief of Staff. In accordance with the bylaws of the corporation, I will preside as Chair of this meeting. I hereby appoint Brayden Anstee of Norton Rose Fulbright Canada to act as a Secretary for the meeting. I hereby appoint Rosa Garofalo of TSX Trust Company to act as a scrutineer of the meeting. The notice of the meeting, together with the management information circular describing the business of the meeting in the form of a proxy or voting instruction form were mailed on October 2, 2024, to all shareholders of record as of September 23, 2024. The declaration of mailing is available for inspection by any shareholder. I ask that the secretary file a copy of such declaration with the minutes of today's meeting. A quorum of shareholders is present for the transaction of business at this meeting, if it is at least 2 persons are present -- 2 persons are present in person, each being a shareholder entitled to vote at the meeting or duly appointed proxy holder or representative for the shareholder so entitled. I have received the preliminary scrutineer's report, and it shows that there are at least 2 shareholders present today, either in person or by proxy. Accordingly, we have a quorum present. I would ask that the Secretary file a copy of the scrutineer's report with the minutes of today's meeting. I would also like to note that under applicable corporate law, the corporation is permitted to hold this meeting by electronic means that we are using. With that said, I declare that this meeting has been regularly called and properly constituted for the transaction of business. To facilitate proceedings, I have asked Raj Kapoor and Rob Deflece, who are also shareholders to duly appoint proxy holders to move and second all motions. I will call on them at the appropriate time. This is not intended in any way to curtail discussion. Each item of business to be considered today requires that a majority of the votes cast be voted in favor in order for the resolution to pass. TSX Trust, please open the polls now. The first item of business is the presentation of the audited consolidated financial statements of the corporation for the fiscal year ended March 31, 2024 and 2023, including the auditor's report thereon, as well as the unaudited condensed interim consolidated financial statements for the 3-month period ended June 30, 2024 and 2023. These items are available for inspection by the shareholders at the corporation's profile on SEDAR+, and I now place them before the shareholders. Are there any questions on the financial statements or the auditor's report on the annual financial statements?

No, we have not received any questions on this item.

Thank you. I declare that the audited consolidated financial statements of the corporation for the fiscal year ended March 31, 2024 and 2023, including the auditor's report thereon as well as the unaudited condensed interim consolidated financial statements for the 3-month period ending June 30, 2024 and 2023, have been presented and received. We will now move to the election of the directors. The Board of Directors has fixed number of directors to be elected as 5. The management information circular contains the names of the backgrounds of the 5 individuals that have been nominated by the corporation for election being Dan Argiros, Wade Burton, Robert Klopot, Emmanuel Mounouchos and Bruce Bronfman. In addition, registered shareholders, George Christopoulos supported by 1,000,068,462 Ontario Limited, has submitted 3 shareholder proposals to nominate Chris Lynch, Cory Tamagi and Stephen Rotz, respectively, to serve as directors of the corporation. The details of the nominations of Mr. Lynch, Mr. Tamagi and Mr. Rotz are set out in Schedule D of the management information circular. I now ask that Mr. Raj Kapoor, please read the names of all nominees for election as Directors of the Corporation.

The following 5 individuals have been nominated by management for election as directors of the corporation to serve until the close of the next Annual General Meeting. Daniel Argiros, Wade Burton, Robert Klopot, Emmanuel Mounouchos and Bruce Bronfman. Additionally, Chris Lynch, Cory Tamagi and Stephen Rotz have been nominated by George Christopoulos for election as directors of the corporation to serve until the close of the next Annual General Meeting.

8 individuals have been nominated for 5 Board positions. Are there any other nominations? There being no other nominations, I declare that the nominations are closed. We will now address any questions or comments from shareholders or proxy holders that are directly related to the election of directors. Have any questions or comments come in?

In lieu of questions or comments, Mr. George Christopoulos has asked that the disclosure contained in his press release of October 8 relating to the various matters to be called on for resolution at the meeting here today be read into the minutes of the meeting. So I propose to do so now in the relevant sections. That said, these are the comments of Mr. Christopoulos directly from his press release of October 8, and they are not answers or responding to his comments or questions directly. Under his reasons for directors, we will read in, "Fairfax and Emmanuel Mounouchos previously acted as dissidents, combining to block the sale of Avante, at a value of $1.75 per share announced on February 9, 2022. Since March 30, 2022, Fairfax and Mr. Mounouchos have nominated Avante's entire Board. The net effect has been: $5,558,125 of losses from July 1, 2022 to June 30, 2024, a dramatically lower share price, unacceptably poor governance, and many disclosure deficiencies, including: failure to disclose detailed voting results from October 24, 2023 AGM." Mr. Christopoulos exercised his legal right to review the minutes of the 2023 shareholders' meeting, but during his in-person review on March 2024, which provided a redacted scrutineer's report. Continuous disclosure requirement failures including: Award of 2 million shares to Mr. Mounouchos on April 8, 2022, but was not disclosed until July 31, 2023, nor was it reflected in financial statements filed in July 2022, August 2022, November 2022 and February 2023. Failure to properly and fully disclose the 2 million share-based LTIP compensation awarded in August 2023 to Mr. Mounouchos and the CFO and disclosed for the first time in August 28, 2023 circular within the financial statements issued on August 29, 2023, as well as subsequent financial statements. NSSG Put Option was not disclosed in the September 2023 acquisition announcements or in the financial statements filed in November 2023 and February 2024. 2024 annual financial statements were issued 2 days late on July 31, 2024, after the OSC's 120-day deadline of July 29, 2024, unjustifiable excessive executive compensation, LTIP representing the value of 2 million Avante shares, which was first announced in the August 2023 circular is payable even in the event of a dismissal for cause. September 20, 2024 circular details $575,000 in cash bonuses equal to 100% of salaries, $375,000 from the CEO and $200,000 from the CFO, completely inappropriate considering that Avante reported a net loss of $3,049,396 and cash used in operating activities of $763,709. Finance oversight functions appear to be in disarray. Trade accounts receivable as a percentage of revenues have grown from 17.5% on March 31, 2022, to 26% on March 31, 2024. Segment revenues for each of Avante Security and NSSG for each of 2024 Q3 and 2024 Q4, as shown on Page 14 of March 31, 2024 MD&A are incorrect. Avante has been unable to explain over a year later why the LTIP awards in respect of 2 million shares has not accounted for and potential liabilities estimated in the same manner as the 200,000 PSUs awarded by Avante on November 25, 2020. Avante's directors have not explained why 2 million shares LTIP is 10x larger than the former CEO's PSU award, which, unlike the LTIP awards, contained a share price threshold before any cash was payable. The February 2022 announced sale to Avante to a third party at over 100% premium to Avante's current share price was blocked by Fairfax and Mr. Mounouchos acting together, with the support of Kingsdale Advisers, which neither Mr. Mounouchos or Fairfax disclosed at a cost of $600,000, which was subsequently paid by Avante itself. During dismissal, share performance following the block sale, Avante's current Board has been unwilling during both 2023 and 2024 to date to even discuss Board representation and governance improvements with Mr. Christopoulos. For example, letters from Mr. Christopoulos stated August 9, 2024, and August 23, 2024, which were not answered by Avante had offered discussions with the Board "To determine if some agreement can be reached to potentially avoid this inclusion of the proposals in the circular." That is the extent of the questions received. Mr. Chair, you can continue with the meeting.

Thank you, Bob. The voting for election of directors is open, and we invite shareholders and duly appointed proxy holders to submit their votes for 5 nominees if they have not already done so. If more than 5 nominees are voted for, only the first 5 voted will be tabulated. As I mentioned earlier, if you've already voted or sent in a proxy, there is no need to do anything unless you wish to change one or more votes. And if you have been appointed a proxy holder, then you need to vote in order for such votes to be counted. [Voting]

The next item of business is the appointment of the auditors, and I ask for a motion on this matter.

I move that Deloitte, LLP be appointed the auditor of the corporation to hold office until the next Annual Meeting of Shareholders of the Corporation.

I second that motion. We will now address any questions or comments from the shareholders or proxy holders that are directly related to the appointment of the auditors. Have any questions or comments come in?

No, we have not received any questions or comments on this item.

Thank you, Bob. We invite shareholder and duly appointed proxy holders to submit their vote if they have not already done so. As a reminder, if you have already voted or sent in a proxy, there is no need to do anything unless you wish to change your vote. And if you have been appointed as a proxy holder, then you need to vote in order for such votes to be counted. The next item of business is the approval of the stock option plan of the corporation in accordance with the TSX Venture Exchange policy and the corporation's stock option plan must receive annual shareholder approval. There have been no changes made to the option plan since it was approved last year. I now ask for a motion on this matter.

I move that the ordinary resolution set out on Page 12 of the management information circular with respect to the approval of the stock option plan of the corporation be approved.

I second that motion.

We will now address any questions or comments from the shareholders or proxy holders that are directly related to the approval of the stock option plan. Have any questions or comments come in?

Mr. Christopoulos has asked that we read the matters in his press release of October 8, 2024, under ratification of stock option plan into the meeting. Again, these are directly from the press release of Mr. Christopoulos and are not related to the views of management or the Board of Directors of Avante. Avante's CEO was awarded 800,000 options on April 28, 2022, with exercise prices beginning at $0.88, only a few weeks after orchestrating the end of the arrangement that would have seen Avante sold for cash and shares valued at $1.75 per Avante share. In addition, Note 21 of the March 31, 2023 financial statements issued July 31, 2023, disclosed for the first time, "On April 8, 2022, the company offered a long-term incentive plan to a director and officer of the Corporation. 1 million shares will be granted on April 1, 2027, and 1 million shares will be granted after the company's earnings per share in respect of the fiscal year 2027 will be announced and certain targets are me." Mr. Christopoulos' immediately commented to Avante's legal counsel that the 2 million shares grant not only had an exercise price of 0, it placed Avante equity-based compensation plan beyond both the 10% overall limit and the 5% single limit imposed by the TSXV. The financial statements for the June 30, 2023, released on August 29, 2023 vaguely suggested that the 2 million share grants have been canceled, leaving shareholders to guess for themselves what was really going on. Share-based payments incurred during the 3 months ended June 30, 2023, included a reversal of a prior stock-based compensation due to cancellation of awards related -- to related party." Unfortunately, any relief of Avante's shareholders was short-lived because the August 28, 2023 circular provided yet another shocking surprise that was filed 1 day before the release of the June 2023 financial statements, which lacked the subsequent events note and stated under executive employment agreements, Mr. Mounouchos is also eligible for a long-term incentive payment, the LTIP payable upon the earlier of: a, the date the corporation terminates Mr. Mounouchos' employment for any reason A and B, August 29, 2028, with either A or B being the LTIP trigger date as applicable. The LTIP amount will be equal to the cash equivalent of 1,250,000 common shares valued as at the LTIP trigger date. And Mr. Kapoor is also eligible for a long-term incentive payment, the LTIP payable upon any payable upon the earlier of: a, the date the corporation terminates Mr. Kapoor's employment for any reason; and b, August 29, 2028, with either A or B being the LTIP trigger date as applicable. Mr. Kapoor is also entitled to claim his LTIP amount at his option in the event that Mr. Mounouchos' employment is terminated by the corporation. The LTIP amount will be equal to the cash equivalent of 750,000 common shares valued as at the LTIP trigger date. Once again, Mr. Christopoulos immediately expressed disbelief to Avante's legal counsel, not only regarding the size of the award, but that the new 2 million shares LTIP was payable even in the event of a dismissal for cause. The reaction seemed to be that the circular was an error. If there were errors, they have been repeated in the 2024 circular. Mr. Chair, that's the extent of the questions that have been provided to the meeting and discussion. You may continue with the meeting.

Thank you, Bob. We invite shareholders and duly appointed proxy holders to submit their vote if they have not already done so. [Voting]

The next item of business is Shareholder Proposal 4, an advisory proposal put forth by George Christopoulos as supported by 1,000,068,462 Ontario Limited in respect of disclosing detailed voting results for the meeting of the shareholders as further described in Schedule D of the management information circular. The position of the corporation and of Mr. Christopoulos regarding shareholder Proposal 4 are set out in Schedule D of the management information circular. We will now address any questions or comments from the shareholders or proxy holders that are directly related to shareholder Proposal 4. Have any questions or comments come in?

Mr. Christopoulos has asked that we read into the meeting for discussion the disclosure contained in his October 8, 2024 press release, which is substantially similar to the disclosure that was included in Schedule D to the management proxy circular. Shareholders in their capacity as owners and voters have a right to know the detailed voting results. However, it is clear from Avante's written response to proposal 4 that Avante does not intend to release detailed voting results, demonstrating once again content for its very own shareholders. Mr. Chair, that's the extent of questions that have come in. You may continue with the meeting.

Thank you, Bob. We invite shareholders and duly appointed proxy holders to submit their vote if they have not already done so. [Voting]

The next item of business is Shareholder Proposal 5, an advisory proposal to put forth by George Christopoulos as supported by 1,000,068,462 Ontario Limited in respect of the corporation's holding shareholder meetings in person and not exclusively in virtual format. The position of the corporation and Mr. Christopoulos regarding shareholder Proposal 5 are set out in Schedule D of the management information circular. We will now address any questions or comments from the shareholders or holders that are directly related to shareholder Proposal 5. Have any questions or comments come in.

Mr. Christopoulos has asked that the disclosure contained in his October 8, 2024 press release under shareholder Proposal 5 be disclosed at the meeting. The substance of this is substantially similar to that, that's set out in Schedule D of the management information circular. The 2023 shareholders' meeting allowed a mere second for -- from the time shareholders were asked to submit questions to the announcement made. There are no questions. Not surprisingly, given how the meeting was conducted. There were no questions at all, which were announced. It appears that Avante intends to conduct the 2024 meeting in similar authoritarian fashion, the 2024 circular states, "The Chair of the meeting reserves the right to edit or reject questions, he deems inappropriate or to limit the number of questions per shareholder in order to ensure that as many shareholders as possible will have the opportunity to ask questions. The Chair of the meeting has brought authority to conduct the meeting in an orderly manner to ensure the meeting is conducted in a manner that is fair to all shareholders. The Chair of the meeting may exercise broad discretion in order to -- in the order in which questions are asked and the amount of time devoted to any one question." Mr. Chair, that's the extent of the discussion and the questions received. You may continue with the meeting.

Thank you. We invite shareholders and duly appointed proxy holders to submit their vote if they have not already done so. [Voting]

And the next item of business is Shareholder Proposal 6, a proposal put forth by George Christopoulos as supported by 1,000,068,462 Ontario Limited. In respect of repealing the corporation's that notice bylaw and portions of the bylaw of the corporation dealing with rules and procedures commonly known as advanced notice of nominations of directors, as further described on Schedule D of the management information circular. The position of the corporation and of Mr. Christopoulos regarding shareholder Proposal 6 are set out on Schedule D, the management information circular. We now address any questions or comments from shareholders or proxy holders that are directly related to shareholder proposal 6. If any questions or comments come in.

Mr. Chair, Mr. Christopoulos has asked that the disclosure setting in this press release dated October 8, 2024 under the heading Shareholder Proposal 6, be read into the meeting. The substance of this is substantially similar to that contained in scheduled D to the management proxy circular. Contrary to Avante's response, By-Law Number 1A does not enable Avante shareholders to exercise their voting rights. There is no requirement the nominees being included in the circular or listed in the related proxy. Avante also states ,"Repealing would leave the corporation vulnerable to having its shareholder meeting ambushed." It is interesting, if not a strange comparison to draw, given the culmination of events on March 30, 2022, including the replacement of Avante's entire Board of Directors without a shareholders' meeting and effect on the value of the Avante shares. Mr. Chair, there is no -- there are no further questions or discussions. You may continue with the meeting.

Thank you. We invite shareholders and duly appointed proxy holders to submit their vote if they have not already done so. We will now have a short pause to allow shareholders and proxy holders to complete their voting on this matter before declaring the voting on all matters closed. We will now allow for 20 more seconds for voting to be completed. [Voting]

As we have now dealt with all business items on the agenda, I declare voting on all matters closed. I understand that the scrutiny has preliminary tabulations of votes cast in respect of each of the items of business before the meeting. The preliminary results with respect to the directors are: A majority of the votes cast in the meeting in respect of the 5 available director positions are voted in favor of the 5 management nominees being: Dan Argiros, Wade Burton, Robert Klopot, Emmanuel Mounouchos and Bruce Bronfman. As a result, I declare that Dan Argiros, Wade Burton, Robert Klopot, Emmanuel Mounouchos and Bruce Bronfman have been duly elected as the Directors of the Corporation. The preliminary results with respect to the appointment of the auditors is the majority of the votes cast in the meeting were voted in favor of the appointment of Deloitte LLP. As a result, I declare that Deloitte LLP has been duly appointed as the Auditors of the Corporation. On the resolution to approve the stock option plan, a majority of the votes cast at the meeting were voted in favor of resolution. As a result, I declare that the resolution to approve the stock option plan has been passed. On the shareholder proposal 4, the preliminary result is that majority of the shares -- the majority of the votes cast at the meeting and against it. As a result, I declare that the shareholder proposal 4 has been defeated. On shareholder proposal 5, the preliminary result is that a majority of the votes cast at the meeting reported against it. As a result, I declare that Shareholder Proposal 5 has been defeated. On shareholder proposal 6, the preliminary result is that a majority of the votes cast at the meeting were voted against it. As a result, I declare that Shareholder Proposal 6 has been defeated. This concludes the formal business of the meeting. We will now address the questions proposed by George Christopoulos on his October 8, 2024 press release. Question one, Mr. Christopoulos asked and I quote, "Can both Mr. Mounochos and Wade Burton, Chair of the Compensation Committee, please explain how blocking the sale of Avante at $1.75 per share in March 2022 benefited any Avante shareholder other than Mr. Mounochos." As I and others have explained to Mr. Christopoulos on multiple occasions, the feeling of the Board at the time was that we did not believe that the possible sale of Avante to SSC for mainly stock options made for mainly SSC stock that would have seen the existing Avante's shareholders holding less than 30% of the combined company, was in the best interest of Avante. As a Director and CEO of Avante, I continue to believe that all shareholders should benefit directly from Avante's support business and that Avante's future should not be tied to an unwanted and complicated integration of businesses that are not accretive to our growth with limited future upside when compared to our core security business. I've spoken to Mr. Burton and Mr. Argiros and the rest of the Avante Board, and they concur with me that these relentless personal attacks by Mr. Christopoulos are unhelpful to the business of Avante and divert intention of your management from focusing on executing the Avante business plan. Question two, Mr. Christopoulos asks and I quote, "In March 2022, Mr. Mounochos owned over 10% of Avante's shares and was arguably already in line with its shareholders. Will Mr. Burton please explain why Avante's directors immediately awarded Mr. Mounochos both 800,000 share options and additional 2 million share grants, which together represented over 10% of the outstanding shares?" The long-term compensation is aligned directly with the interest of the corporation and its shareholders. As noted in the proxy circular by long-term incentive compensation consists of both stock options and cash payments, both of which are tied directly to the price of Avante shares. Put simply, I succeed when Avante succeeds, not vice versa. I encourage you to read the Executive Compensation section in our proxy circular for more fulsome disclosure. Question three, Mr. Christopoulos asked and I quote, "Will Mr. Burton, please explain how bonuses of 575,000 for fiscal 2024 can be justified given that Avante reported a net loss of 3,049,396 and cash used in operating activities of 763,709." Raj?

Raj Kapoor speaking. I will address this one. STIP is based on achieving a free cash flow per share target, which was established at the beginning of the year by the Compensation Committee, and it was achieved.

Question 4. Mr. Christopoulos asked and I quote, "Audit fees for 2021, when Avante had about $91.7 million of revenues were 275,000. for 2024, Avante's revenue were just $24.9 million, yet audit fees were 315,000. Can Dan Argiros, Chair of the Audit Committee, please explain if Avante's 2024 audit fees are high because of weak internal controls upon which auditors are unable to rely." Raj?

Raj Kapoor speaking. I will address this one. Audit fees are high due to the amount of work the auditors need to do around revenue. The company has over 4,000 accounts with a similar amount of invoices per month. This increases the amount of work required. In addition, there has been a lot of historical cleanup work with respect to previous transactions. Audit fees have increased each year, and this year, we are changing auditors, which we believe will assist and streamline the audit process going forward.

Question 5, Mr. Christopoulos asked and I quote, " Will CEO, Mr. Mounouchos and CFO, Mr. Kapoor, both please explain why trade accounts receivable as a percentage of revenue grew from 17.5% on March 31, 2022, to 26% on March 31, 2024." Raj?

Raj Kapoor speaking. I will address this one. The financials inherited by [indiscernible] Massey including an AR, which had over 300 counts with a negative balance. The numbers were therefore understated in 2022.

Question 6, Mr. Christopoulos asked and I quote, "Can both Mr. Burton and Mr. Argiros please explain if it is correct that accounts receivable and the credit balance totaling about $500,000 on March 31, 2022 were brought into income for 2023 and 2024, and also explain to what degree such credits increased 2023 and 2024 bonuses paid by each of the CEO, Mr. Mounouchos and the CFO, Mr. Kapoor." The majority of the cleanup, which included gathering all financial records, reconciling bank statements, reviewing all outstanding invoices and bills. Clearing up receivables and payables reconciling credit card statements, reviewing inventory statements and ensuring tax from clients, among other things occurred in the fiscal 2023, neither mine nor Mr. Kapoor's bonuses that year were driven by specific profitability metrics, but were largely based on work performed, cleaning up accounts and records of the company. There have also been write-offs that have occurred related to the books prior to our arrival that have more than covered any gain from the credits in AR. Question 7, Mr. Christopoulos asked, and I quote, "On November 30, 2023, a legal claim against each of Avante Logix, Inc., Mr. Mounouchos, Wesley Hall, Robert Klopot and Hamblin Watsa Investment Counsel Limited was filed by former CEO, Craig Campbell. Mr. Campbell's claim included damages related to promises made to him, promise made to make him whole in respect to the impact of the block sale of Avante at $1.75 on the value of the -- his Avante shares. Notably, Avante's other shareholders do not provide such a promise." On September 18, 2024, Mr. Mounouchos announced that the acquisition of 1,369,894 Avante shares at 0.8228 each. The early warning reports and setting indicated shares were acquired with Mr. Mounouchos' payment of 227,183 cash and 900,000 in other securities and formal furthermore 298,000 shares were acquired on September 17, 2024, and 1,071,894 shares were acquired on September 18, 2024. Mr. Christopoulos understands that the 1,369,894 shares were acquired for Mr. Campbell, who in addition to his legal claim, requesting he made whole in respect to the $1.75 block sale was opposed to aspects of Avante's Corporate Governance. Will Mr. Burton, please explain if in conjunction with the acquisition of the 1,369,894 shares by Mr. Mounouchos, Mr. Campbell's legal payment is fully resolved? And if made or will make any payments to Mr. Campbell, including through Avante's liability insurance and the total amount of payment." On September 16, 2024, the plaintiffs filed a notice of disclosure of discontinued terminating their claims against Avante and the other defendants. In connection therewith, the company made opinion to the plaintiff. The amounts will be reflected in the results of the quarter ended September 30, 2024. It will not have a material impact on the overall results. That concludes the questions from Mr. Christopoulos' press release. We will now present a general update on the company's operations. Operator, if you can please put the slides on the screen. Next slide, please. So here, I have to meet the corporate team. It's myself, Raj Kapoor. I founded Avante in 1996 and have been brought back after a brief meeting of April or March 30, 2022. I previously set down from the role as a CEO in 2015. And again, I founded Avante taking it public in 2008. Raj Kapoor is the VP of Finance of Operations.

Thanks, Manny. I joined the company approximately 2 years ago, and I've had approximately 25 years of running finance, the financial department and accounting departments. Most recently, I spent the last 8 years with a management consulting firm downtown. And like I previously mentioned, I joined the company in September 2022.

To start, I'd like to provide you successful turnaround. Next slide please. In March 2022, the changes of the Board and the management team, June 2022, there was a sales of Logixx Security. In June 2022, the debt was fully repaid and implemented cost savings. July 2022, we arranged a $10 million term facility with Fairfax. In 2023, we launched Avante Black. September of 2023, an acquisition of 55% interest of North Star Support Group was made and in January 2024, we launched ToyBoxx, Avante Ghost and Homeworxx. December 2024, we launched Halo, Waley and Human in the Loop services. Operational improvements included debt paid off and the company is now growing revenues generating positive cash flow and a strong financial position, and the company continues to improve financial efficiency through various measures, such as reducing overhead, reducing headcount, negotiating better rates and streamlining operations. Next slide, please. As you can see here in the overview, our head office is in Toronto, Ontario. The company was founded in 1996 by myself. The present number of employees are 149. Q1 2025 revenues were $7.9 million, Q1 2025 adjusted EBITDA is $363,000. Cash in the bank is $6.2 million. Available on our credit is $12 million undrawn. Next slide, please. Our current solutions and services is we have -- we're expanding globally, tech-enabled and beyond expectations is our theme and that's our model. We provide protective services, rapid alarm response, monitoring and managed services and electronic security. We're delivering an elevated level of security service globally with white glove mentality on high-net-worth families and corporations alike through advanced tech-enabled solutions and methods of the detecting conditions that require immediate response. Next slide, please. Our future vision and strategy were to replicate our services in various high-net-worth communities across North America with either a franchise model or a local acquisition of an integrator, leveraging our Avante Control Center to monitor accounts for SmartBoxx and Halo Video Analytics resold by them. We want to leverage NSSG's relationship, expanding both entities to each other's clients with blended solutions, a market technology and NSSG services to Fortune 500 corporations. We want to expand Avante Black, which is really gaining traction globally for projects around the world. The projects that we're working on with Avante Black have been unique and customers do say that they're surprised that we can actually deliver what they asked. So this division is growing very good. We'd like to distribute and monitor our propriety technology that enhance our service offering. Next slide, please. Innovation drives Avante. Avante has a history of being an innovative company, leading the security industry and setting trends, including the 2 6-minute response via SmartBoxx, which allows response teams to immediately attend alarms rather than waiting for monitoring stations of call and dispatch the vehicles. We were also first to introduce dual-factor communications being SmartBoxx. We were the first app developer on BlackBerry devices well before the term app was used. The first security company to use dial-up Internet for camera, access to monitor large construction projects like Walmart and other big box stores back in 2001. we are utilizing real-time analytics to detect trust passes. Again, this was developed by Avante back in 2003. These innovations have fostered trust through strong relationships along with Avante to grow and thrive. After struggling for 12 years under external control in various business plans, Avante has revitalized its innovation since its rebirth in April 2022. Next slide, please. Avante Black, launched in 2023. Its specialized services, including unique investigations globally, corporate [indiscernible], family work conflicts, wealth conflicts, close protection projects in dangerous locations and meeting corporate duty of care responsibilities. It offers sentiment analysis and reputational monitoring across the dark web, lock web and social media with global evacuations and extractions activated with the minutes of detecting a trend. Avante Black provides advanced solutions from tracking anonymous e-mails and conducting activist background checks through either ethical hacking or physical pen testing for corporate network security. Next slide, please. The Argus app and button. Argus app allows access to unmatched protection and real-time safety solutions from Avante security team of skilled professionals, including global medical assistance. But what we mean with that is if somebody pushes the Avante Argus button or the app, it connects with our control center, which we link them to medical services that we have partnerships around the world. The client then describes what their problem is. And the doctor on the other side or the professional on the other side will diagnose the situation. They can either have us pick up the client from the hotel, and it doesn't matter where it is around the world and take them to a hospital or we can pick up a doctor and bring them to the hotel. Everything is vetted and the solution is unique and comparable to some bigger corporations around the world like ISOS. We can request immediate help from Avante anywhere in the world was just a tap on the Argus button or app. Stay aware of our surroundings with advanced location tracking and shrink safety, whether you're at home or exploring new places. The Argus app accesses company's services effort lease with a single bottom eliminating the need to remember phone numbers. Unlike other companies that have North American phone number, a South American phone member, a European phone number, an African phone number with our app, you push the button and we connect this immediately to our control centers. Next slide, please. Halo, it's advanced surveillance, real-time monitoring and superior analytics, AI-driven tracking a 2-way voice communication, it detects trust passers tracking individuals and identifying weapons or physical fights. Information transmitted to the Avante Control Center for live monitoring and automated response coordination. It's self-learning technology uses pattern-based algorithms to recognize movement and characteristics. It is the deal be approved for the U.S. and nuclear facilities, providing high level of security with cutting-edge AI video analytics. Halo track enables up to 2,000 Halo devices to automatically track individuals across neighborhoods of city, providing real-time location updates and facilitating communications with authority -- authorities. Next slide, please. Halo, Human in the Loop in the U.S. The lens, the power of our AI analytics with the expertise of human operators to provide real-time verification of an intruder carrying guns, weapons or fights. There is a demand from the U.S. schools to implement this technology and services in grades K to 12 in the U.S. Human expertise, suspicious activities, activity flagged by the AI is verified by human operators who assesses contacts and takes appropriate actions. Enhanced accuracy, this layer approach reduces false alarms providing actionable insights and ensures faster, more reliable security responses. Continuously learning, the human feedback helps train the AI, improving its accuracy and contextual awareness over time. Next slide, please. Other initiatives, we utilize our experience and the vision to provide innovative services supported by our brand in partnership with various manufacturers who are able to redefine the use of technology combined with services because we listen to our customers and experienced real security risk. As part of our growth strategy, we plan to expand certain sectors of our innovation to third parties, leveraging partnerships with other integrators to enhance our sales and solutions. This collaboration will be the next definition of Security Services, which will enable us to extend the reach beyond where we are serviced today. Homeworxx. A vetted one-stop shop for all your home needs, including seasonal management, cleaning, home verification with our innovative safe haven design entry systems, landscaping, all our preferred contractor pricing. Top-notch services from rigorously vetted experts, introducing health saving services soon. ToyBoxx, unparalleled vehicle protection with 24/7 security live monitoring and a steel reinforced screening system ensuring maximum safety for our clients' personal possessions. Agent [ Walley ], an unmanned solar-powered equipment with Avante's advanced cable technology designed for autonomous security and surveillance for remote locations, capable of detecting any unauthorized individuals, providing real-time alerts for enhanced safety and monitoring. Many potential uses, including secured large gatherings, schools, hospitals, corporate campuses, construction sites and public spaces can be used by Agent [Walley]. Next slide, please. These are some of our client lists that we currently serve. Next slide, please. NSST acquisition. NSST is a global risk management company executing strategic advisory and bespoke implementation solutions for internal businesses and governments operating in challenging security environments and complex jurisdiction. The Synergy and Services, clients will benefit from a wide array of risk management and security services, ranging from threat monitoring and prevention to crisis response, emergency evacuation, planning and execution. The global expansion. Headquarters is based in Bucharest, Romania with strategic regional offices in Cairo, Egypt, Kyiv, Ukraine, New York and the U.S. and representation in U.K., Saudi Arabia, Italy and Israel as well as vetted networks and providers aligned to operate in more than 100 countries. Innovation and Expertise. The collaboration will harness synergies from each party's expertise in innovation and technology to remain at the forefront of the security industry. The operational efficiency enhances operational efficiency, ensuring the continued delivery of exceptional risk management and security services as well as bringing an innovative and creative mindset and developing bespoke risk management solutions. Here are some of the NSSG clients. As you can see, they're Fortune 500 clients, and we hope to -- we have a very small slice of these corporations, and we're hoping to get a bigger slice as we introduce the technology that they can use with the NSSG relationships. Next slide, please. As you can see in this chart, recurring revenue has been consistently growing each quarter. The increase in nonrecurring revenue directly relates to the Avante Black and NSSG revenue, which is at a high margin, but is nonrecurring. Next slide, please. Proven acquisition model. Here, you can see some of the corporations that we built in the back. Avante has a proven track record of executing acquisitions that deliver returns and drive value through its investment cycles. Our acquisition targets moving forward technology companies, security solution providers serving high-net-worth communities. Next slide, please. Here is a historical chart on share prices. As you can see, our enterprise value is at $16.77 million, which we feel is undervalued. Next slide, please. Here's the key management team that will execute the vision and the plans that work around me. Alessandro Martello, a founder of -- and CEO of NSSG. He previously stepped down from his role as Director of Special Operations for a large international private security company, former Special Forces Detachment Leader with the Italian Army. He is a member of ASIS International and a member of the Crisis Management and Business Continuity Steering Committee with members within the Security Institute. Shloime Bernstein, Director of Avante Black, associated with the Avante Security team for the past 20 years, he plays a pivotal role in leading the operations of the executive division, previously served in the Israeli Defense Forces and worked for Israeli's general security services, providing close protection for Israeli diplomat delegations and coordinated embassy security worldwide. And the least [indiscernible]. 20-plus years, he is the Vice President of R&D, 20 years of experience in software development and management with leadership roles at API, Fleet Complete and Cleo, where he scaled operations and enhanced reporting systems, previously served in the Canadian Army as a Naval Communicator. Lile Donakov, responsible for overseeing -- she is the Vice President of Operations, responsible for overseeing day-to-day management and strategic planning across all operational functions with the company, extensive background in operations with security industry held in various leadership roles and successfully managing large-scale projects. Frank Pietrobono, Vice President, Global Sales and Marketing, 30-year veteran sales leader with extensive expertise in the electronic security industry, active participant in industry associations such as SIA, ASIS, CNASA and TMA, held a senior position at Cantak, DSC, Tyco International and Law and Force. Next slide, please. As you can see here, we have our Board of Directors, it's Emmanuel Mounouchos, Bruce Bronfman, Rob Klopot, Dan Argiros and Wade Burton. This completes my presentation. I'd just like to let you know that everything here at Avante is energetic, very exciting and people are enthusiastic about showing up to work and building a better and stronger corporation than before. Every day is a new day here. You're more than welcome to come and have a tour and see where our focus is and have some demonstrations of our technology.

Thank you all for attending today's meeting. You may now disconnect.