- WITHOLD in respect of director nominee
Daniel Argiros , chair of Avante's Audit Committee - WITHOLD in respect of Fairfax's director nominee
Wade Burton , chair of Avante'sCompensation, Corporate Governance and Nominating Committee - AGAINST ratifying the 10% rolling stock option plan
In the opinion of Mr. Christopoulos, Avante's incentive compensation is egregious and components thereof appear to represent material information, which was not disclosed on a timely basis, and has yet to be disclosed through press release as was required.
Furthermore, Avante has a security based compensation plan(s) that goes beyond stock options, and consequently the
Avante's shares closed at
The 800,000 stock options awarded to Mounouchos equal the options awarded in
For Campbell:
- Stock option exercise prices were
$1.65 ,$1.90 ,$2.20 , and$2.55 (an average of$2.075 ). - The 200,000 PSU award was announced by press release on
November 25, 2020 , and was made nearly 3 years after Campbell became CEO. - Any PSU payout was conditional and was scaled: 0% payout if VWAP was less than
$3.39 per share, 50% payout if greater than or equal to$3.39 per share, 75% payout if greater than or equal to$3.75 per share or 100% payout if greater than or equal to$4.00 per share.
In comparison, for Mounouchos:
- Stock option exercise prices are
$0.88 ,$0.97 ,$1 .07and$1.18 (an average of$1.025 ). - Other long-term incentives were awarded immediately, on
April 8, 2022 . - There were no financial targets required for Mounouchos' first grant of one million shares, and there is no disclosure of the financial targets required for the second grant of one million shares.
- Avante is now a much smaller company, with annualized revenue of about 23% of the
November 2020 level, but the additional long-term incentives for Mounouchos are ten times larger than those given to Campbell.
The
Based on note 21 of Avante's financial statements released on
A possible reason for cancellation of the
Avante's 2023 Information Circular released mid-day
Unlike the
There is no disclosure of how Avante's shares will be valued on the Trigger Date, and if there is a 30-day volume weighted formula, or if the closing price of Avante's shares for just one single day will be applied.
Incredibly, the
The CFO was hired
In
- An example of material information in TSXV Policy 3.3(3.8) is: "(y) any other developments relating to the business and affairs of the Issuer that would reasonably be expected to significantly affect the market price or value of any of the Issuer's securities or that would reasonably be expected to have a significant influence on a reasonable investor's investment decisions."
Importantly, TSXV Policy 3.1(9.2) (d) requires "…all Insiders…who have access to or might reasonably be believed to have access to undisclosed Material Information relating to the Issuer, to refrain from trading in the Issuer's securities until the Material Information has been properly disseminated to the public."
- All director nominees have been chosen by CEO Mounouchos and Fairfax.
- Ratification of Avante's stock option plan on
September 29, 2022 was invalid, because theApril 8, 2022 TwoMillion Shares Grant was only disclosed onJuly 31, 2023 in note 21 of the audited financial statements, and not elsewhere. - Avante's financial statements did not disclose, as a subsequent event, the introduction, amendment or cancellation of either the
April 8, 2022 TwoMillion Shares Grant , or the introduction of theAugust 29, 2023 Cash Plan. - In the opinion of
Mr. Christopoulos , the TwoMillion Shares Grant , its cancellation, and theAugust 29, 2023 Cash Plan each represented material information. - Avante appears to have eventually recognized that issuing 1,550,000 stock options plus 2 million share grants, representing a total of 3,550,000 shares or 13.4%, exceeded allowable limits.
- Avante's 2023 Circular was released mid-day on
September 22, 2023 , disclosing theAugust 29, 2023 Cash Plan for the first time, but without a press release. ByOctober 2, 2023 , and despite buying by three of Avante's directors, Avante's share price fell even further, from about$0.85 to$0.69 , or about 19%.- CEO Mounouchos acquired 9,000 Avante shares from
September 21, 2023 toSeptember 25, 2023 . - Two other Avante directors acquired a total of 132,000 Avante shares from
September 25, 2023 toOctober 2, 2023 .
- CEO Mounouchos acquired 9,000 Avante shares from
- Certain previous insider transactions include:
December 1, 2022 CEO Mounouchos sold 200,000 Avante shares, reducing his share ownership to below 10%. It appears Mounouchos was required to issue a press release and Early Warning Report, but has not filed either. National Instrument 62-104 imposes a moratorium, stating: "…an acquiror, or any person acting jointly or in concert with the acquiror, must not acquire… any securities of the class in respect of which the report is required to be filed…".- From
November 1, 2022 toApril 14, 2023 (before theApril 8, 2022 TwoMillion Shares Grant was disclosed onJuly 31, 2023 by way of note 21 to the 2023 audited financial statements) two directors acquired a total of 793,000 Avante shares.
Important background information and other opinions are included in
The Common Shares beneficially owned, or over which control and direction is exercised, by
This press release includes the personal views and opinions of
Avante's head office address is
For a copy of the report filed under National Instrument 62-103, please contact:
SOURCE
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