Mr. George Christopoulos, an investor, reports

AVANTE CORP.'S SECOND LARGEST SHAREHOLDER ANNOUNCES ACQUISITION OF SHARES AND RATIONALE FOR VOTING INTENTIONS

George Christopoulos acquired 2,000 Avante Corp. common shares on Oct. 10, 2023, at 71 cents per share and now beneficially owns 3,797,957 shares or 14.34 per cent. Fairfax controls 5,297,434 shares or 19.99 per cent. Mr. Christopoulos previously held 3,795,957 Avante shares or 14.33 per cent, including for purposes of the Sept. 11, 2023, voting record date.

Mr. Christopoulos also announced, at this time, he intends to vote all shares under his control as follows:

• Withhold in respect of director nominee Daniel Argiros, chair of Avante's audit committee;
• Withhold in respect of Fairfax's director nominee Wade Burton, chair of Avante's compensation, corporate governance and nominating committee;
• Against ratifying the 10-per-cent 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 September, 2023, circular should include a vote on ratifying Avante's entire security-based compensation, not just the stock option plan component.

Avante's shares closed at $1.14 on July 31, 2023. Previously undisclosed information involving certain share-based payments and stock-based compensation was included in Note 21 of the audited financial statements released that evening. By Oct. 2, 2023, Avante's shares closed at 69 cents, down approximately 39 per cent.

Ratification of Avante's stock option plan in 2022 was invalid

Mr. Christopoulos is also of the view that the Sept. 29, 2022, ratification of Avante's stock option plan was invalid, because the August, 2022, circular and Avante's other disclosures contained no information whatsoever concerning the award to chief executive officer Emmanuel Mounouchos of one million Avante shares on April 1, 2027, and a potential further one million Avante shares also payable in 2027. This grant was over and above 800,000 stock options awarded on April 28, 2022.

The 800,000 stock options awarded to Mr. Mounouchos equal the options awarded in January, 2018, to the previous CEO, Craig Campbell. However, Mr. Mounouchos's exercise prices are 50 per cent lower, and Mr. Mounouchos's other long-term incentives are 10 times larger.

For Mr. Campbell:

• Stock option exercise prices were $1.65, $1.90, $2.20 and $2.55 (an average of $2.075).
• The 200,000 PSU (performance share units) award was announced by press release on Nov. 25, 2020, and was made nearly three years after Mr. Campbell became CEO.
• Any PSU payout was conditional and was scaled: 0 per cent payout if the volume-weighted average price was less than $3.39 per share, 50 per cent payout if greater than or equal to $3.39 per share, 75 per cent payout if greater than or equal to $3.75 per share, or 100 per cent payout if greater than or equal to $4.00 per share.

In comparison, for Mr. Mounouchos:

• Stock option exercise prices are 88 cents, 97 cents, $1.07 and $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 Mr. Mounouchos's 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 per cent of the November, 2020, level, but the additional long-term incentives for Mr. Mounouchos are 10 times larger than those given to Mr. Campbell.

April 8, 2022, two million shares grant not disclosed for 16 months, then suddenly cancelled

The April 8, 2022, two million shares grant was only disclosed as share-based payments and stock-based compensation in Note 21 of the March 31, 2023, audited financial statements released on July 31, 2023, nearly 16 months after the fact and without a press release to ensure its proper dissemination.

Based on Note 21 of Avante's financial statements released on Aug. 29, 2023, which states, "share-based payments incurred during the three months ended June 30, 2023, include a reversal of a prior stock-based compensation due to cancellation of awards to related party," it appears the April 8, 2022, two million shares grant was cancelled, as of June 30, 2023.

A possible reason for cancellation of the April 8, 2022, two million shares grant was a realization Avante awarded a total of 2.8 million options and share grants to CEO Mr. Mounouchos, representing 10.57 per cent of Avante's shares, far exceeding the 5-per-cent limit. Combined with 750,000 stock options issued to directors and the chief financial officer during fiscal 2023, Avante issued a total of 3.55 million options and share grants, representing over 13.4 per cent of its shares, far exceeding the limit in Avante's 10-per-cent rolling stock option plan.

Aug. 29, 2023, cash plan replaces April 8, 2022, two million shares grant

Avante's 2023 information circular released midday Sept. 22, 2023, disclosed the Aug. 29, 2023, cash plan on pages 23 and 24. It is based on the value of two million shares, and will ultimately be settled in cash, not shares.

Unlike the April 8, 2022, two million shares grant, the Aug, 29, 2023, cash plan is shared with the CFO. CEO Mr. Mounouchos is entitled to a cash payment equal to the value of 1.25 million shares on the trigger date, while the CFO is entitled to the value of 750,000 shares. There is still no exercise price payable.

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 September, 2023, circular indicates that the value of two million Avante shares is payable even in the event of dismissal for cause.

The CFO was hired Sept. 26, 2022, and immediately awarded 250,000 options exercisable at 80 cents. Why the CFO's long-term incentives have suddenly more than quadrupled requires explanation. Why there are other long-term incentives for CEO Mr. Mounouchos beyond his 800,000 options award also requires explanation.

In Mr. Christopoulos's opinion, in addition to being egregious, both the April 8, 2022, two million shares grant and the Aug. 29, 2023, cash plan represented material information, and each required a press release.

• An example of material information in TSX Venture Exchange 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, TSX-V 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."

Summary and related points:

• All director nominees have been chosen by CEO Mr. Mounouchos and Fairfax.
• Ratification of Avante's stock option plan on Sept. 29, 2022, was invalid, because the April 8, 2022, two million shares grant was only disclosed on July 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, two million shares grant, or the introduction of the Aug. 29, 2023, cash plan.
• In the opinion of Mr. Christopoulos, the two million shares grant, its cancellation and the Aug. 29, 2023, cash plan each represented material information.
• Avante appears to have eventually recognized that issuing 1.55 million stock options plus two million share grants, representing a total of 3.55 million shares or 13.4 per cent, exceeded allowable limits.
• Avante's 2023 circular was released midday on Sept. 22, 2023, disclosing the Aug. 29, 2023, cash plan for the first time, but without a press release. By Oct. 2, 2023, and despite buying by three of Avante's directors, Avante's share price fell even further, from about 85 cents to 69 cents, or about 19 per cent.
  • CEO Mr. Mounouchos acquired 9,000 Avante shares from Sept. 21, 2023, to Sept. 25, 2023;
  • Two other Avante directors acquired a total of 132,000 Avante shares from Sept. 25, 2023, to Oct. 2, 2023.
• Certain previous insider transactions include:
  • Dec. 1, 2022, CEO Mr. Mounouchos sold 200,000 Avante shares, reducing his share ownership to below 10 per cent. It appears Mr. 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 Nov. 1, 2022, to April 14, 2023 (before the April 8, 2022, two million shares grant was disclosed on July 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 Mr. Christopoulos's press release dated April 25, 2023.

Mr. Christopoulos acquired beneficial ownership of, or control and direction over, 3,266,400 shares or approximately 12.33 per cent on or prior to March 28, 2023, and from April 5, 2023, to Aug. 30, 2023, acquired through the TSX Venture Exchange 529,557 shares or approximately 1.99 per cent at an average price of approximately 96.9 cents per common share, for aggregate consideration of $513,513.

The common shares beneficially owned, or over which control and direction is exercised, by Mr. Christopoulos were acquired for investment purposes. Depending on market and other considerations, Mr. Christopoulos may increase or decrease his ownership, control and direction over common shares of Avante.

This press release includes the personal views and opinions of Mr. 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 St., Toronto, Ont., M3B 2M3. A copy of this press release may be obtained on Avante's SEDAR+ profile.

For a copy of the report filed under National Instrument 62-103, please contact: Mr. Christopoulos, 48 Castle Knock Rd., Toronto, Ont., M5N 2J4.